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Fiserv, Inc.
FI · US · NYSE
162.46
USD
+1.36
(0.84%)
Executives
Name Title Pay
Ms. Julie Chariell Senior Vice President of Investor Relations --
Mr. Frank J. Bisignano President, Chief Executive Officer & Chairman 4.69M
Mr. Adam L. Rosman Chief Administrative Officer & Chief Legal Officer 1.3M
Mr. Guy Chiarello Chief Operating Officer 2.56M
Mr. James W. Cox CPA Head of Corporate Development 874K
Mr. Kenneth F. Best Chief Accounting Officer --
Mr. Robert W. Hau Chief Financial Officer 1.62M
Ms. Leigh Asher Chief Marketing Officer --
Ms. Jennifer Manchester Chief Human Resources Officer --
Ms. Britt Zarling Senior Vice President of Corporate Communications --
Insider Transactions
Date Name Title Acquisition Or Disposition Stock / Options # of Shares Price
2024-08-07 Bisignano Frank Chairman, President and CEO D - G-Gift Common Stock 798 0
2024-08-08 Bisignano Frank Chairman, President and CEO D - G-Gift Common Stock 637 0
2024-07-26 Rosman Adam L. Chief Admin. and Legal Officer D - F-InKind Common Stock 4299 159.94
2024-07-17 LaClair Jennifer A. EVP, Head of GBS D - F-InKind Common Stock 3310 157.96
2024-07-15 Chiarello Guy Chief Operating Officer A - M-Exempt Common Stock 24000 52.81
2024-07-15 Chiarello Guy Chief Operating Officer D - S-Sale Common Stock 10813 154.67
2024-07-15 Chiarello Guy Chief Operating Officer D - S-Sale Common Stock 13187 155.01
2024-07-15 Chiarello Guy Chief Operating Officer D - M-Exempt Employee Stock Option (right to buy) 24000 52.81
2024-06-30 Yarkoni Charlotte director A - A-Award Deferred Compensation Notional Units 219 0
2024-06-30 Simons Doyle director A - A-Award Deferred Compensation Notional Units 235 0
2024-06-30 MILLER HEIDI director A - A-Award Deferred Compensation Notional Units 235 0
2024-06-30 Gopal Ajei director A - A-Award Deferred Compensation Notional Units 192 0
2024-06-30 FRITZ LANCE M director A - A-Award Deferred Compensation Notional Units 219 0
2024-06-30 DiSimone Harry director A - A-Award Deferred Compensation Notional Units 252 0
2024-06-30 DE CASTRO HENRIQUE director A - A-Award Deferred Compensation Notional Units 219 0
2024-06-17 Chiarello Guy Chief Operating Officer A - M-Exempt Common Stock 24000 52.81
2024-06-17 Chiarello Guy Chief Operating Officer D - S-Sale Common Stock 20008 148.35
2024-06-17 Chiarello Guy Chief Operating Officer D - S-Sale Common Stock 3992 149.06
2024-06-17 Chiarello Guy Chief Operating Officer D - M-Exempt Employee Stock Option (right to buy) 24000 52.81
2024-06-11 Bisignano Frank Chairman, President and CEO D - G-Gift Common Stock 470 0
2024-06-10 Gibbons John EVP, Head Financial Inst. Grp D - S-Sale Common Stock 2800 148.76
2024-06-06 Bisignano Frank Chairman, President and CEO D - G-Gift Common Stock 238 0
2024-06-06 Bisignano Frank Chairman, President and CEO D - G-Gift Common Stock 595 0
2024-06-06 Bisignano Frank Chairman, President and CEO A - G-Gift Common Stock 119 0
2024-06-06 Bisignano Frank Chairman, President and CEO A - G-Gift Common Stock 119 0
2024-06-06 Bisignano Frank Chairman, President and CEO A - G-Gift Common Stock 119 0
2024-05-15 DE CASTRO HENRIQUE director A - A-Award Common Stock 1484 0
2024-05-15 DiSimone Harry director A - A-Award Common Stock 1484 0
2024-05-15 FRITZ LANCE M director A - A-Award Common Stock 1484 0
2024-05-15 Gopal Ajei director A - A-Award Common Stock 1484 0
2024-05-15 Mamilli Wafaa director A - A-Award Common Stock 1484 0
2024-05-15 MILLER HEIDI director A - A-Award Common Stock 1484 0
2024-05-15 Simons Doyle director A - A-Award Common Stock 1968 0
2024-05-15 WARREN KEVIN M director A - A-Award Common Stock 1484 0
2024-05-15 Yarkoni Charlotte director A - A-Award Common Stock 1484 0
2024-05-15 Chiarello Guy Chief Operating Officer A - M-Exempt Common Stock 24000 52.81
2024-05-15 Chiarello Guy Chief Operating Officer D - S-Sale Common Stock 12117 154.21
2024-05-15 Chiarello Guy Chief Operating Officer D - S-Sale Common Stock 11883 154.91
2024-05-15 Chiarello Guy Chief Operating Officer D - M-Exempt Employee Stock Option (right to buy) 24000 52.81
2024-04-30 Bisignano Frank Chairman, President and CEO D - G-Gift Common Stock 1918 0
2024-04-30 Simons Doyle director A - M-Exempt Common Stock 7096 29.95
2024-04-30 Simons Doyle director D - M-Exempt Stock Option (right to buy) 7096 29.95
2024-04-15 Chiarello Guy Chief Operating Officer A - M-Exempt Common Stock 23929 46.97
2024-04-15 Chiarello Guy Chief Operating Officer D - S-Sale Common Stock 11430 151.06
2024-04-15 Chiarello Guy Chief Operating Officer D - S-Sale Common Stock 6482 152.18
2024-04-15 Chiarello Guy Chief Operating Officer D - S-Sale Common Stock 6017 152.75
2024-04-15 Chiarello Guy Chief Operating Officer D - M-Exempt Employee Stock Option (right to buy) 23929 46.97
2024-03-31 DE CASTRO HENRIQUE director A - A-Award Deferred Compensation Notional Units 204 0
2024-03-31 DiSimone Harry director A - A-Award Deferred Compensation Notional Units 235 0
2024-03-31 FRITZ LANCE M director A - A-Award Deferred Compensation Notional Units 32 0
2024-03-31 MILLER HEIDI director A - A-Award Deferred Compensation Notional Units 219 0
2024-03-31 Simons Doyle director A - A-Award Deferred Compensation Notional Units 219 0
2024-03-31 Yarkoni Charlotte director A - A-Award Deferred Compensation Notional Units 204 0
2024-03-20 Chiarello Guy Chief Operating Officer A - M-Exempt Common Stock 63646 52.81
2024-03-20 Chiarello Guy Chief Operating Officer D - S-Sale Common Stock 63646 154
2024-03-20 Chiarello Guy Chief Operating Officer D - M-Exempt Employee Stock Option (right to buy) 63646 52.81
2024-03-12 Gopal Ajei director D - Common Stock 0 0
2024-03-15 Chiarello Guy Chief Operating Officer A - M-Exempt Common Stock 24000 46.97
2024-03-15 Chiarello Guy Chief Operating Officer D - S-Sale Common Stock 4205 148.33
2024-03-15 Chiarello Guy Chief Operating Officer D - S-Sale Common Stock 19795 149.78
2024-03-15 Chiarello Guy Chief Operating Officer D - M-Exempt Employee Stock Option (right to buy) 24000 46.97
2024-03-13 Bisignano Frank Chairman, President and CEO D - G-Gift Common Stock 1938 0
2024-03-12 Gopal Ajei director A - A-Award Common Stock 240 0
2024-03-12 Gopal Ajei - 0 0
2024-02-23 Bisignano Frank Chairman, President and CEO A - M-Exempt Common Stock 447339 52.81
2024-02-23 Bisignano Frank Chairman, President and CEO A - M-Exempt Common Stock 126427 41.33
2024-02-23 Bisignano Frank Chairman, President and CEO D - F-InKind Common Stock 84236 150.76
2024-02-26 Bisignano Frank Chairman, President and CEO D - F-InKind Common Stock 7945 150.96
2024-02-23 Bisignano Frank Chairman, President and CEO D - F-InKind Common Stock 313453 150.76
2024-02-23 Bisignano Frank Chairman, President and CEO D - F-InKind Common Stock 17215 150.76
2024-02-23 Bisignano Frank Chairman, President and CEO D - M-Exempt Employee Stock Option (right to buy) 447339 52.81
2024-02-23 Bisignano Frank Chairman, President and CEO D - M-Exempt Employee Stock Option (right to buy) 126427 41.33
2024-02-23 Best Kenneth Chief Accounting Officer A - A-Award Common Stock 4975 0
2024-02-23 Best Kenneth Chief Accounting Officer D - F-InKind Common Stock 633 150.76
2024-02-26 Best Kenneth Chief Accounting Officer D - F-InKind Common Stock 107 150.96
2024-02-23 Chiarello Guy Chief Operating Officer D - F-InKind Common Stock 6891 150.76
2024-02-26 Chiarello Guy Chief Operating Officer D - F-InKind Common Stock 2827 150.96
2024-02-23 Gibbons John EVP, Head Financial Inst. Grp D - F-InKind Common Stock 1670 150.76
2024-02-26 Gibbons John EVP, Head Financial Inst. Grp D - F-InKind Common Stock 835 150.96
2024-02-23 Hau Robert W. Chief Financial Officer D - F-InKind Common Stock 3384 150.76
2024-02-23 Rosman Adam L. Chief Admin. and Legal Officer D - F-InKind Common Stock 1780 150.76
2024-02-21 Bisignano Frank Chairman, President and CEO A - A-Award Common Stock 55812 0
2024-02-22 Bisignano Frank Chairman, President and CEO D - F-InKind Common Stock 15273 150.11
2024-02-21 Best Kenneth Chief Accounting Officer A - A-Award Common Stock 6017 0
2024-02-22 Best Kenneth Chief Accounting Officer D - F-InKind Common Stock 802 150.11
2024-02-21 Chiarello Guy Chief Operating Officer A - A-Award Common Stock 25959 0
2024-02-22 Chiarello Guy Chief Operating Officer D - F-InKind Common Stock 6940 150.11
2024-02-21 Gibbons John EVP, Head Financial Inst. Grp A - A-Award Common Stock 12700 0
2024-02-22 Gibbons John EVP, Head Financial Inst. Grp D - F-InKind Common Stock 1827 150.11
2024-02-21 Hau Robert W. Chief Financial Officer A - A-Award Common Stock 18119 0
2024-02-22 Hau Robert W. Chief Financial Officer D - F-InKind Common Stock 3723 150.11
2024-02-21 LaClair Jennifer A. EVP, Head of GBS A - A-Award Common Stock 10160 0
2024-02-21 Rosman Adam L. Chief Admin. and Legal Officer A - A-Award Common Stock 10851 0
2024-02-22 Rosman Adam L. Chief Admin. and Legal Officer D - F-InKind Common Stock 1749 150.11
2024-02-21 Gibbons John EVP, Head Financial Inst. Grp D - Common Stock 0 0
2024-02-26 Gibbons John EVP, Head Financial Inst. Grp D - Employee Stock Option (right to buy) 18890 112.87
2024-02-21 LaClair Jennifer A. EVP, Head of GBS D - Common Stock 0 0
2024-02-16 Bisignano Frank Chairman, President and CEO D - G-Gift Common Stock 244 0
2024-02-16 Bisignano Frank Chairman, President and CEO A - G-Gift Common Stock 122 0
2024-02-16 Bisignano Frank Chairman, President and CEO A - G-Gift Common Stock 122 0
2024-02-16 FRITZ LANCE M director A - A-Award Common Stock 342 0
2024-02-16 FRITZ LANCE M director D - Common Stock 0 0
2024-02-14 Bisignano Frank Chairman, President and CEO D - G-Gift Common Stock 125 0
2024-02-14 Bisignano Frank Chairman, President and CEO A - G-Gift Common Stock 125 0
2024-02-09 Bisignano Frank Chairman, President and CEO D - G-Gift Common Stock 15332 0
2024-02-07 MILLER HEIDI director A - M-Exempt Common Stock 47929 41.75
2024-02-07 MILLER HEIDI director D - F-InKind Common Stock 14022 142.71
2024-02-07 MILLER HEIDI director D - M-Exempt Stock Option (right to buy) 47929 41.75
2024-01-29 Bisignano Frank Chairman, President and CEO A - A-Award Common Stock 108423 0
2024-01-29 Bisignano Frank Chairman, President and CEO D - F-InKind Common Stock 52975 142.91
2024-01-29 Bisignano Frank Chairman, President and CEO D - F-InKind Common Stock 13639 142.91
2024-01-29 Best Kenneth Chief Accounting Officer D - F-InKind Common Stock 574 142.91
2024-01-29 Chiarello Guy Chief Operating Officer A - A-Award Common Stock 26996 0
2024-01-29 Chiarello Guy Chief Operating Officer D - F-InKind Common Stock 13774 142.91
2024-01-29 Chiarello Guy Chief Operating Officer D - F-InKind Common Stock 5680 142.91
2024-01-29 Foskett Christopher M Vice Chairman A - A-Award Common Stock 8273 0
2024-01-29 Foskett Christopher M Vice Chairman D - F-InKind Common Stock 4108 142.91
2024-01-29 Foskett Christopher M Vice Chairman D - F-InKind Common Stock 1665 142.91
2024-01-29 Hau Robert W. Chief Financial Officer A - A-Award Common Stock 18155 0
2024-01-29 Hau Robert W. Chief Financial Officer D - F-InKind Common Stock 8524 142.91
2024-01-29 Hau Robert W. Chief Financial Officer D - F-InKind Common Stock 3138 142.91
2023-12-31 MILLER HEIDI director A - A-Award Deferred Compensation Notional Units 264 0
2023-12-31 Simons Doyle director A - A-Award Deferred Compensation Notional Units 264 0
2023-12-31 DiSimone Harry director A - A-Award Deferred Compensation Notional Units 283 0
2023-12-31 DE CASTRO HENRIQUE director A - A-Award Deferred Compensation Notional Units 245 0
2023-12-27 Kereere Suzan EVP, Head of GBS D - S-Sale Common Stock 1633 132.88
2023-12-26 Hau Robert W. Chief Financial Officer A - M-Exempt Common Stock 188088 49.21
2023-12-26 Hau Robert W. Chief Financial Officer D - S-Sale Common Stock 188088 132.77
2023-12-26 Hau Robert W. Chief Financial Officer D - M-Exempt Employee Stock Option (right to buy) 188088 49.21
2023-12-13 Bisignano Frank Chairman, President and CEO D - G-Gift Common Stock 14308 0
2023-12-13 Foskett Christopher M Vice Chairman A - M-Exempt Common Stock 25429 41.75
2023-12-13 Foskett Christopher M Vice Chairman D - S-Sale Common Stock 25429 135
2023-12-13 Foskett Christopher M Vice Chairman D - M-Exempt Employee Stock Option (right to buy) 25429 41.75
2023-12-12 Chiarello Guy Chief Operating Officer A - M-Exempt Common Stock 80000 52.81
2023-12-12 Chiarello Guy Chief Operating Officer D - M-Exempt Employee Stock Option (right to buy) 118 52.81
2023-12-12 Chiarello Guy Chief Operating Officer D - S-Sale Common Stock 80000 134.07
2023-12-12 Chiarello Guy Chief Operating Officer D - M-Exempt Employee Stock Option (right to buy) 79882 52.81
2023-12-11 Bisignano Frank Chairman, President and CEO D - G-Gift Common Stock 2703 0
2023-12-01 Chiarello Guy Chief Operating Officer D - S-Sale Common Stock 6750 129.91
2023-11-28 Best Kenneth Chief Accounting Officer D - S-Sale Common Stock 9138 127.5
2023-11-28 Best Kenneth Chief Accounting Officer D - G-Gift Common Stock 796 0
2023-11-24 Bisignano Frank Chairman, President and CEO D - G-Gift Common Stock 1360 0
2023-11-01 Chiarello Guy Chief Operating Officer D - S-Sale Common Stock 6750 113.9
2023-10-02 Chiarello Guy Chief Operating Officer D - S-Sale Common Stock 6750 112.17
2023-09-30 Simons Doyle director A - A-Award Deferred Compensation Notional Units 310 0
2023-09-30 MILLER HEIDI director A - A-Award Deferred Compensation Notional Units 310 0
2023-09-30 DiSimone Harry director A - A-Award Deferred Compensation Notional Units 332 0
2023-09-30 DE CASTRO HENRIQUE director A - A-Award Deferred Compensation Notional Units 288 0
2023-09-01 Chiarello Guy Chief Operating Officer D - S-Sale Common Stock 6750 121.92
2023-08-29 Bisignano Frank Chairman, President and CEO D - G-Gift Common Stock 2781 0
2023-08-15 Bisignano Frank Chairman, President and CEO D - F-InKind Common Stock 41901 123.17
2023-08-07 ValueAct Holdings, L.P. director D - D-Return Common Stock 4098935 121.98
2023-08-01 Yarkoni Charlotte director A - A-Award Common Stock 1306 126.97
2023-08-01 Yarkoni Charlotte - 0 0
2023-08-01 Chiarello Guy Chief Operating Officer D - S-Sale Common Stock 6750 125.75
2023-07-26 Rosman Adam L. Chief Admin. and Legal Officer D - F-InKind Common Stock 3651 127.3
2023-07-05 Chiarello Guy Chief Operating Officer D - S-Sale Common Stock 6750 124.58
2023-06-30 Simons Doyle director A - A-Award Deferred Compensation Notional Units 278 0
2023-06-30 MILLER HEIDI director A - A-Award Deferred Compensation Notional Units 278 0
2023-06-30 DiSimone Harry director A - A-Award Deferred Compensation Notional Units 298 0
2023-06-30 DE CASTRO HENRIQUE director A - A-Award Deferred Compensation Notional Units 258 0
2023-06-28 Kereere Suzan EVP, Head of GBS D - F-InKind Common Stock 3148 122.95
2023-06-01 Chiarello Guy Chief Operating Officer D - S-Sale Common Stock 8000 112.1
2023-05-17 Haggart Dylan G. See Remarks A - A-Award Common Stock 1755 0
2023-05-17 Haggart Dylan G. director A - A-Award Common Stock 1755 0
2023-05-18 Bisignano Frank Chairman, President and CEO D - G-Gift Common Stock 423 0
2023-05-18 Bisignano Frank Chairman, President and CEO D - G-Gift Common Stock 705 0
2023-05-18 Bisignano Frank Chairman, President and CEO A - G-Gift Common Stock 282 0
2023-05-18 Bisignano Frank Chairman, President and CEO A - G-Gift Common Stock 282 0
2023-05-18 Bisignano Frank Chairman, President and CEO A - G-Gift Common Stock 282 0
2023-05-17 WARREN KEVIN M director A - A-Award Common Stock 1755 0
2023-05-17 Simons Doyle director A - A-Award Common Stock 2382 0
2023-05-17 MILLER HEIDI director A - A-Award Common Stock 1755 0
2023-05-17 Mamilli Wafaa director A - A-Award Common Stock 1755 0
2023-05-17 DiSimone Harry director A - A-Award Common Stock 1755 0
2023-05-17 DE CASTRO HENRIQUE director A - A-Award Common Stock 1755 0
2023-05-11 Bisignano Frank Chairman, President and CEO D - G-Gift Common Stock 2101 0
2023-05-08 Bisignano Frank Chairman, President and CEO A - M-Exempt Common Stock 223669 52.81
2023-05-08 Bisignano Frank Chairman, President and CEO A - M-Exempt Common Stock 109278 46.97
2023-05-08 Bisignano Frank Chairman, President and CEO D - F-InKind Common Stock 243544 119.5
2023-04-28 Bisignano Frank Chairman, President and CEO D - G-Gift Common Stock 3639 0
2023-05-08 Bisignano Frank Chairman, President and CEO D - M-Exempt Employee Stock Option (right to buy) 109278 46.97
2023-05-08 Bisignano Frank Chairman, President and CEO D - M-Exempt Employee Stock Option (right to buy) 223669 52.81
2023-05-05 Hau Robert W. Chief Financial Officer D - S-Sale Common Stock 8500 119.33
2023-05-01 Chiarello Guy Chief Operating Officer D - S-Sale Common Stock 8000 121.69
2023-04-26 Simons Doyle director A - M-Exempt Common Stock 10064 22.34
2023-04-26 Simons Doyle director D - M-Exempt Stock Option (right to buy) 10064 22.34
2023-03-31 Simons Doyle director A - A-Award Deferred Compensation Notional Units 310 0
2023-03-31 MILLER HEIDI director A - A-Award Deferred Compensation Notional Units 310 0
2023-03-31 DiSimone Harry director A - A-Award Deferred Compensation Notional Units 332 0
2023-03-31 DE CASTRO HENRIQUE director A - A-Award Deferred Compensation Notional Units 288 0
2023-04-03 Chiarello Guy Chief Operating Officer D - S-Sale Common Stock 8000 112.58
2023-03-24 Foskett Christopher M Chief Revenue Officer D - S-Sale Common Stock 9000 111
2023-03-01 Chiarello Guy Chief Operating Officer D - S-Sale Common Stock 8000 114.74
2023-03-01 Chiarello Guy Chief Operating Officer D - S-Sale Common Stock 13059 115.07
2023-03-02 Chiarello Guy Chief Operating Officer D - S-Sale Common Stock 13059 116.02
2023-02-26 Foskett Christopher M Chief Revenue Officer D - F-InKind Common Stock 743 114.45
2023-02-26 Chiarello Guy Chief Operating Officer D - F-InKind Common Stock 2827 114.45
2023-02-26 Best Kenneth Chief Accounting Officer D - F-InKind Common Stock 249 114.45
2023-02-26 Bisignano Frank Chairman, President and CEO D - F-InKind Common Stock 4903 114.45
2023-02-22 Rosman Adam L. Chief Admin. and Legal Officer A - A-Award Common Stock 12821 0
2023-02-23 Rosman Adam L. Chief Admin. and Legal Officer D - F-InKind Common Stock 1592 116.54
2023-02-22 Kereere Suzan EVP, Head of GBS A - A-Award Common Stock 22547 0
2023-02-23 Kereere Suzan EVP, Head of GBS D - F-InKind Common Stock 2031 116.54
2023-02-22 Hau Robert W. Chief Financial Officer A - A-Award Common Stock 23763 0
2023-02-23 Hau Robert W. Chief Financial Officer D - F-InKind Common Stock 3384 116.54
2023-02-22 Foskett Christopher M Chief Revenue Officer A - A-Award Common Stock 11495 0
2023-02-23 Foskett Christopher M Chief Revenue Officer D - F-InKind Common Stock 1502 116.54
2023-02-22 Chiarello Guy Chief Operating Officer A - A-Award Common Stock 40783 0
2023-02-23 Chiarello Guy Chief Operating Officer D - F-InKind Common Stock 6892 116.54
2023-02-22 Best Kenneth Chief Accounting Officer A - A-Award Common Stock 7516 0
2023-02-23 Best Kenneth Chief Accounting Officer D - F-InKind Common Stock 634 116.54
2023-02-22 Bisignano Frank Chairman, President and CEO A - A-Award Common Stock 76676 0
2023-02-23 Bisignano Frank Chairman, President and CEO D - F-InKind Common Stock 11950 116.54
2023-02-20 Hau Robert W. Chief Financial Officer D - F-InKind Common Stock 2231 115.37
2023-02-20 Best Kenneth Chief Accounting Officer D - F-InKind Common Stock 190 115.37
2023-02-15 Bisignano Frank Chairman, President and CEO A - M-Exempt Common Stock 71893 41.75
2023-02-15 Bisignano Frank Chairman, President and CEO D - F-InKind Common Stock 48708 117.74
2023-02-15 Bisignano Frank Chairman, President and CEO D - M-Exempt Employee Stock Option (right to buy) 71893 41.75
2023-02-01 Chiarello Guy Chief Operating Officer D - S-Sale Common Stock 8000 105.94
2023-01-29 Hau Robert W. Chief Financial Officer D - F-InKind Common Stock 2882 106.49
2023-01-29 Foskett Christopher M Chief Revenue Officer D - F-InKind Common Stock 1679 106.49
2023-01-29 Chiarello Guy Chief Operating Officer D - F-InKind Common Stock 5331 106.49
2022-09-12 Bisignano Frank Chairman, President and CEO D - G-Gift Common Stock 7243 0
2022-11-01 Bisignano Frank Chairman, President and CEO D - G-Gift Common Stock 3091 0
2022-08-23 Bisignano Frank Chairman, President and CEO D - G-Gift Common Stock 94 0
2022-12-02 Bisignano Frank Chairman, President and CEO D - G-Gift Common Stock 479 0
2022-12-16 Bisignano Frank Chairman, President and CEO D - G-Gift Common Stock 511 0
2023-01-29 Bisignano Frank Chairman, President and CEO D - F-InKind Common Stock 16451 106.49
2023-01-29 Best Kenneth Chief Accounting Officer D - F-InKind Common Stock 589 106.49
2023-01-23 Chiarello Guy Chief Operating Officer D - S-Sale Common Stock 1063 105.03
2023-01-18 Chiarello Guy Chief Operating Officer D - S-Sale Common Stock 2937 105.03
2023-01-04 ValueAct Holdings, L.P. director D - S-Sale Common Stock 1060030 102.23
2023-01-05 ValueAct Holdings, L.P. director D - S-Sale Common Stock 1264956 99.55
2023-01-06 ValueAct Holdings, L.P. director D - S-Sale Common Stock 675014 101.51
2023-01-04 Chiarello Guy Chief Operating Officer D - S-Sale Common Stock 4000 102.15
2022-12-31 Simons Doyle director A - A-Award Deferred Compensation Notional Units 347 101.07
2022-12-31 MILLER HEIDI director A - A-Award Deferred Compensation Notional Units 347 101.07
2022-12-31 DiSimone Harry director A - A-Award Deferred Compensation Notional Units 372 101.07
2022-12-31 DE CASTRO HENRIQUE director A - A-Award Deferred Compensation Notional Units 322 101.07
2022-12-09 Foskett Christopher M Chief Revenue Officer D - S-Sale Common Stock 4000 101.31
2022-12-01 Chiarello Guy Chief Operating Officer D - S-Sale Common Stock 14380 104.8
2022-11-01 Chiarello Guy Chief Operating Officer D - S-Sale Common Stock 4550 103.3
2022-10-05 Chiarello Guy Chief Operating Officer D - S-Sale Common Stock 4000 100
2022-09-30 Simons Doyle A - A-Award Deferred Compensation Notional Units 375 93.57
2022-09-30 MILLER HEIDI A - A-Award Deferred Compensation Notional Units 375 93.57
2022-09-30 DiSimone Harry A - A-Award Deferred Compensation Notional Units 401 93.57
2022-09-30 DE CASTRO HENRIQUE A - A-Award Deferred Compensation Notional Units 348 93.57
2022-09-12 DiSimone Harry director D - S-Sale Common Stock 2706 108.72
2022-09-07 Chiarello Guy Chief Operating Officer D - S-Sale Common Stock 4400 105.05
2022-09-01 Chiarello Guy Chief Operating Officer D - S-Sale Common Stock 100 105
2022-09-01 Chiarello Guy Chief Operating Officer D - M-Exempt Employee Stock Option (right to buy) 11937 0
2022-08-12 DE CASTRO HENRIQUE director A - J-Other Common Stock 7075 108.72
2022-08-12 DE CASTRO HENRIQUE A - J-Other Common Stock 7075 108.72
2022-08-12 Bisignano Frank Chairman, President and CEO A - M-Exempt Common Stock 881902 36.54
2022-08-12 Bisignano Frank Chairman, President and CEO A - M-Exempt Common Stock 881902 36.54
2022-08-12 Bisignano Frank Chairman, President and CEO D - F-InKind Common Stock 583697 109.37
2022-08-15 Bisignano Frank Chairman, President and CEO D - F-InKind Common Stock 112716 110.16
2022-08-12 Bisignano Frank Chairman, President and CEO D - F-InKind Common Stock 112716 110.16
2022-08-12 Bisignano Frank Chairman, President and CEO D - G-Gift Common Stock 1409 0
2022-08-08 Bisignano Frank Chairman, President and CEO D - G-Gift Common Stock 1409 0
2022-08-12 Bisignano Frank Chairman, President and CEO D - M-Exempt Employee Stock Option (right to buy) 881902 36.54
2022-08-08 Best Kenneth Chief Accounting Officer D - S-Sale Common Stock 4788 106.18
2022-08-08 Best Kenneth Chief Accounting Officer D - G-Gift Common Stock 1151 0
2022-08-08 Best Kenneth Chief Accounting Officer D - M-Exempt Employee Stock Option (right to buy) 4788 0
2022-07-31 VIELEHR BYRON C Chief Strategy Officer A - A-Award Common Stock 57589 0
2022-07-31 VIELEHR BYRON C Chief Strategy Officer A - A-Award Common Stock 57589 0
2022-07-31 VIELEHR BYRON C Chief Strategy Officer D - F-InKind Common Stock 27067 105.68
2022-07-31 VIELEHR BYRON C Chief Strategy Officer D - F-InKind Common Stock 27067 105.68
2022-07-31 Hau Robert W. Chief Financial Officer A - A-Award Common Stock 38393 0
2022-07-31 Hau Robert W. Chief Financial Officer D - F-InKind Common Stock 18045 105.68
2022-07-31 Foskett Christopher M Chief Revenue Officer A - A-Award Common Stock 28795 0
2022-07-31 Foskett Christopher M Chief Revenue Officer D - F-InKind Common Stock 15895 105.68
2022-07-31 Chiarello Guy Chief Operating Officer A - A-Award Common Stock 57589 0
2022-07-31 Chiarello Guy Chief Operating Officer A - M-Exempt Common Stock 11000 36.54
2022-07-31 Chiarello Guy Chief Operating Officer D - S-Sale Common Stock 10100 104.11
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2022-07-01 Bisignano Frank Chairman, President and CEO D - G-Gift Common Stock 3781 0
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2022-07-29 Bisignano Frank Chairman, President and CEO D - F-InKind Common Stock 24457 105.68
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2022-05-05 Bisignano Frank Chairman, President and CEO A - G-Gift Common Stock 300 0
2022-05-05 Bisignano Frank Chairman, President and CEO A - G-Gift Common Stock 300 0
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2022-07-26 Rosman Adam L. Chief Admin. and Legal Officer D - F-InKind Common Stock 3931 102.22
2022-07-26 Rosman Adam L. Chief Admin. and Legal Officer D - F-InKind Common Stock 3931 102.22
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2022-06-30 Simons Doyle A - A-Award Deferred Compensation Notional Units 318 88.97
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2022-06-30 MILLER HEIDI A - A-Award Deferred Compensation Notional Units 332 88.97
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2022-06-30 DiSimone Harry A - A-Award Deferred Compensation Notional Units 332 88.97
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2022-06-30 DE CASTRO HENRIQUE A - A-Award Deferred Compensation Notional Units 304 88.97
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2022-06-14 ValueAct Holdings, L.P. See Remarks A - P-Purchase Common Stock 208341 89.73
2022-06-10 ValueAct Holdings GP, LLC A - P-Purchase Common Stock 208341 89.73
2022-06-13 ValueAct Holdings, L.P. See Remarks A - P-Purchase Common Stock 291659 89.65
2022-06-10 ValueAct Holdings, L.P. See Remarks A - P-Purchase Common Stock 500000 94.18
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2022-05-18 ValueAct Holdings GP, LLC A - A-Award Common Stock 2231 0
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2022-05-18 DAVIS ALISON A - A-Award Common Stock 2231 0
2022-05-18 WARREN KEVIN M A - A-Award Common Stock 2231 0
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2022-05-18 Simons Doyle A - A-Award Common Stock 3028 0
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2022-05-18 DiSimone Harry A - A-Award Common Stock 2231 0
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2022-05-09 ValueAct Holdings, L.P. See Remarks A - P-Purchase Common Stock 432950 94.11
2022-05-06 ValueAct Holdings, L.P. See Remarks A - P-Purchase Common Stock 67050 94.96
2022-05-02 ValueAct Holdings, L.P. See Remarks A - P-Purchase Common Stock 112575 94.9
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2022-03-31 Simons Doyle A - A-Award Deferred Compensation Notional Units 267 101.4
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2022-03-31 OLEARY DENIS A - A-Award Deferred Compensation Notional Units 415 101.4
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2022-03-31 MILLER HEIDI A - A-Award Deferred Compensation Notional Units 291 101.4
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2022-02-26 Chiarello Guy Chief Operating Officer D - F-InKind Common Stock 2856 98.05
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2022-02-26 Bisignano Frank President and CEO D - F-InKind Common Stock 6302 98.05
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2022-02-23 Bisignano Frank President and CEO A - A-Award Common Stock 86394 0
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2022-02-21 Hau Robert W. Chief Financial Officer D - F-InKind Common Stock 2579 94.13
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2022-02-21 Best Kenneth Chief Accounting Officer D - F-InKind Common Stock 230 94.13
2022-02-15 Foskett Christopher M Chief Revenue Officer D - F-InKind Common Stock 3774 97.07
2022-02-15 Chiarello Guy Chief Operating Officer D - F-InKind Common Stock 10730 97.07
2022-02-15 Bisignano Frank President and CEO D - F-InKind Common Stock 25960 97.07
2022-02-15 Bisignano Frank President and CEO D - F-InKind Common Stock 25960 97.07
2022-01-29 VIELEHR BYRON C Chief Digital and Data Officer D - F-InKind Common Stock 1663 104.89
2022-01-29 VIELEHR BYRON C Chief Digital and Data Officer D - F-InKind Common Stock 1663 104.89
2022-01-28 Chiarello Guy Chief Operating Officer A - M-Exempt Common Stock 12592 36.54
2022-01-28 Chiarello Guy Chief Operating Officer D - S-Sale Common Stock 10000 100.4
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2022-01-31 Chiarello Guy Chief Operating Officer D - M-Exempt Employee Stock Option (right to buy) 8408 36.54
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2021-12-07 Bisignano Frank President and CEO D - G-Gift Common Stock 5826 0
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2022-01-29 Bisignano Frank President and CEO D - F-InKind Common Stock 11941 104.89
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2021-12-31 DiSimone Harry - 0 0
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2021-12-31 Simons Doyle director A - A-Award Deferred Compensation Notional Units 261 0
2021-12-31 Simons Doyle director A - A-Award Deferred Compensation Notional Units 261 0
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2021-12-31 DE CASTRO HENRIQUE director A - A-Award Deferred Compensation Notional Units 261 0
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2021-12-30 Chiarello Guy Chief Operating Officer D - S-Sale Common Stock 12844 105.09
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2021-12-15 VIELEHR BYRON C Chief Digital and Data Officer D - S-Sale Common Stock 10739 103.18
2021-12-15 VIELEHR BYRON C Chief Digital and Data Officer D - S-Sale Common Stock 10739 103.18
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2021-12-01 Bisignano Frank President and CEO D - F-InKind Common Stock 271134 95.55
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2021-12-01 Bisignano Frank President and CEO D - M-Exempt Employee Stock Option (right to buy) 377955 36.54
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2021-11-26 DiSimone Harry director A - P-Purchase Common Stock 1000 97.21
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2021-11-23 Bisignano Frank President and CEO A - P-Purchase Common Stock 10091 96.02
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2021-08-16 VIELEHR BYRON C Chief Digital and Data Officer D - S-Sale Common Stock 10000 111.04
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2021-08-15 Bisignano Frank President and CEO D - F-InKind Common Stock 149020 111.62
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2021-08-11 OLEARY DENIS director A - P-Purchase Common Stock 12500 111.28
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2021-07-29 Bisignano Frank President and CEO D - F-InKind Common Stock 24351 114.46
2021-07-26 Rosman Adam L. Chief Admin. and Legal Officer A - A-Award Employee Stock Option (right to buy) 105549 111.35
2021-07-26 Rosman Adam L. Chief Admin. and Legal Officer A - A-Award Employee Stock Option (right to buy) 105549 111.35
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2021-07-15 VIELEHR BYRON C Chief Digital and Data Officer D - S-Sale Common Stock 10000 109.63
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2021-07-01 MCMAHON MICHAEL E director A - A-Award Restricted Stock Unit 38462 0
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2021-06-30 DE CASTRO HENRIQUE director A - A-Award Deferred Compensation Notional Units 253 0
2021-06-18 VIELEHR BYRON C Chief Digital and Data Officer D - S-Sale Common Stock 5000 107.842
2021-06-18 VIELEHR BYRON C Chief Digital and Data Officer D - S-Sale Common Stock 5000 107.842
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2021-06-01 Cougle Melissa SVP and CFO D - M-Exempt Restricted Stock Unit 15625 0
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2021-06-01 Bisignano Frank President and CEO A - M-Exempt Common Stock 377955 36.54
2021-06-01 Bisignano Frank President and CEO A - M-Exempt Common Stock 377955 36.54
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2021-06-01 Bisignano Frank President and CEO D - F-InKind Common Stock 246413 114.43
2021-04-16 Bisignano Frank President and CEO D - G-Gift Common Stock 7967 0
2021-04-16 Bisignano Frank President and CEO D - G-Gift Common Stock 7967 0
2021-05-04 Bisignano Frank President and CEO D - G-Gift Common Stock 1738 0
2021-05-04 Bisignano Frank President and CEO D - G-Gift Common Stock 1738 0
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2021-06-01 Bisignano Frank President and CEO D - M-Exempt Employee Stock Option (right to buy) 377955 36.54
2021-05-19 WARREN KEVIN M director A - A-Award Common Stock 1699 0
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2021-05-19 Simons Doyle director A - A-Award Common Stock 1699 0
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2021-05-19 NUTTALL SCOTT C director A - A-Award Common Stock 1699 0
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2021-05-19 Lynch Dennis director A - A-Award Common Stock 1699 0
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Transcripts
Operator:
Welcome to the Fiserv second quarter 2024 earnings conference call. All participants will be in a listen-only mode until the question and answer session begins following the presentation. As a reminder, today’s call is being recorded. At this time, I will turn the call over to Julie Chariell, Senior Vice President of Investor Relations at Fiserv.
Julie Chariell:
Thank you and good morning. With me on the call today are Frank Bisignano, our Chairman, President and Chief Executive Officer, and Bob Hau, our Chief Financial Officer. Our earnings release and supplemental materials for the quarter are available on the Investor Relations section of Fiserv.com. Please refer to these materials for an explanation of the non-GAAP financial measures discussed on this call, along with a reconciliation of those measure to the nearest applicable GAAP measures. Unless otherwise stated, performance references are year-over-year comparisons. Our remarks today will include forward-looking statements about, among other matters, expected operating and financial results strategic initiatives. Forward-looking statements may differ materially from actual results and are subject to a number of risks and uncertainties. You should refer to our earnings release for a discussion of these risk factors. Now I’ll turn the call over to Frank.
Frank Bisignano:
Thank you Julie, and thank you all for joining us today to discuss second quarter results that bring us closer to another year of double-digit organic revenue and adjusted earnings per share growth. Fiserv delivered strong results across our businesses with second quarter adjusted earnings per share of $2.13, up 18% driven by continued healthy revenue growth and further operating margin expansion. Adjusted revenue growth was 7% and adjusted operating margin rose 160 basis points to 38.4%. Organic revenue growth was 18%. We can point to many highlights in our business during the quarter, including Clover revenue of 28%, accelerated organic revenue growth in financial solutions to 8%, multiple wins with marquee clients including Verizon and Apple, plus new clients in important verticals such as petro, gaming, government and healthcare. Our free cash flow was $1 billion in the quarter and $4 billion over the last 12 months, and we returned $1.5 billion to shareholders via share repurchases. This month, we are celebrating the 40th anniversary of Fiserv, along with the fifth anniversary of the merger between Fiserv and First Data. Our vision back in 2019 was that if we brought together scaled platforms supporting a full breadth of solutions, merchant acquiring, debit and credit issuer services, digital payments of all kinds and core bank account systems modernized with cloud technologies, then clients would find value in the combination and the integration and Fiserv would become a partner of choice with unparalleled global reach. Today, we can see that’s exactly what has happened. As we realized revenue and cost synergies over this time, we increased our investment in technology innovation. Our purpose has been to deliver solutions to clients of all kinds, established and new, large and small, local and global, spanning all verticals. With the proper amount of disrupting ourselves then and now, Fiserv is better able to run, optimize and grow our business, and now we find ourselves at this moment, singular in our ability to deliver a breadth of leading products across a diverse base of clients and demonstrating accelerated growth for the past three years. After five years of innovation, in some ways what’s old is new again. Let me share three examples of how our clients are engaging in some of our traditional businesses as new ways to add and retain their own customers. First in merchant acquiring, banks are adding this service as a way to grow with small and medium sized business customers and choosing Fiserv for its leading solutions, including Clover. We already have nearly 900 financial institutions who offer merchant processing services to their small business clients, and thousands more who can still benefit from doing so. As an example, in Q2 we signed a merchant agreement with Connecticut Online Computer Center, known as COCC, which is a client-owned provider of banking technology. The 150 community banks and credit unions on the COCC platform now have access to our acquiring services in support of their own hundreds of thousands of merchants. Second in digital payments, CashFlow Central takes the best of consumer bill pay and turns it from a cost center within banks to a revenue generator that appeals to small business with bill payment and presentment capability. In the second quarter, we signed two more CashFlow Central deals with multi-billion dollar banks for a total of six in the few months since we introduced this solution. CashFlow Central will go live this quarter and the pipeline remains full. We are finding that as they go down this path, financial institutions are revitalizing the consumer bill pay offerings as well, answering the competition from the direct biller model. First Citizens, a top 20 U.S. bank with more than $200 billion in assets was one such consumer bill pay win in Q2. As a reminder, Fiserv is the largest provider of bank consumer bill pay services with over 20 million users on our check-free platform. Both merchant acquiring solutions and CashFlow Central are compelling because they provide revenue generating opportunities for our financial institution clients. They also demonstrate a distinct value proposition for small businesses which includes other products across our issuing and banking businesses. Next, we are integrating these solutions with Experience Digital, or XD, our new online and mobile banking solution; and third, traditional enterprise merchants are turning to software that surround their payments functionality to enhance revenue and improve data integration. As we’ve seen from small businesses, the large and midmarket merchants who have been migrating to our omnichannel platform are increasingly integrating our value-added solutions. These include SnapPay, our ERP-integrated B2B bill presentment platform; gift solutions, where we support multiple leading retail and QSR enterprise clients; and data analytics, which I’ll discuss a bit later. We continue to invest in new solutions such as our new dedicated platform for paybacks, which is gaining momentum. In the second quarter, for instance, we were selected by Cantaloupe, a major provider of unattended payment devices such as vending machines, for our Exchange payback platform, and we continue to integrate solutions across our two segments. One example is our new partnership with Apple that will enable new Apple Pay functionality with two of our next-generation solutions. One is pay with points, where the loyalty points residing on the card accounts of our issuer clients can be redeemed for a transaction in the Apple Pay wallet at checkout, serving as currency. We are a natural partner given the breadth of our card accounts on file and our technical capability to maintain account point balances, convert and accept those points as payments, and then reconcile the balances. A second solution is installment loans on credit cards. This is a new feature that presents the consumer with the choice to pay for a purchase in a set of installments when using Apple Pay at checkout. This is differentiating in that consumers have only been provided with the option to pay for a purchase in installments after making a purchase on a credit card. With Apple, we will move this installment loan feature into the checkout flow, giving the consumer choice at the point of purchase. Having this functionality at the point of sale from a digital wallet can drive greater card conversion, card usage, and spending power. It also enables our issuing partners to more directly compete with Buy Now, Pay Later using their existing credit card products. Fiserv is unique in its reach across all parties involved here
Bob Hau:
Thank you Frank, and good morning everyone. If you’re following along on our slides, I’ll cover additional detail on total company and segment performance, starting with our financial metrics and trends on Slide 4. Our performance in the second quarter showcased our ability to sustain strong revenue growth and margin expansion. Second quarter total company adjusted revenue grew 7% to $4.8 billion, and adjusted operating income grew 12% to $1.8 billion, resulting in an adjusted operating margin of 38.4%, an increase of 160 basis points versus the prior year. For the first half of the year, adjusted revenue grew 7% to $9.3 billion, and adjusted operating income grew 13% to $3.5 billion, resulting in an adjusted operating margin of 37.2%, an increase of 180 basis points versus the prior year. Organic revenue grew 18% in the quarter with strength in both segments. The transitory contribution from Argentina was five points to our total organic growth in the quarter, down from seven points in Q1. In the first six months of the year, organic revenue grew 19%. Second quarter adjusted earnings per share was $2.13 compared to $1.81 in the prior year, up 18% and above previous full year guidance of 4% to 16%. Year to date, our adjusted earnings per share increased 18% to $4 compare to $3.38 in the prior year. Free cash flow for the quarter was $1 billion and $1.5 billion for the first half of the year. We expect free cash flow to be much higher in the second half of this year due to the timing of cash flows for the green tax credit program. Turning to performance by segment, starting on Slide 5, organic revenue growth in the merchant solutions segment was 28% in the quarter and 32% year to date. For the quarter, this includes a 10-point benefit from above average interest and inflation in Argentina. Without this transitory benefit, organic growth would have been 18%. On Slide 6, we’ve again included a summary of the impact of excess Argentine inflation and interest on total Fiserv and merchant segment revenue, along with the offsetting headwind from currency devaluation which impacts adjusted revenue. Adjusted revenue growth for merchant solutions was 9% in the quarter and 11% year to date. The quarterly results include a 19 percentage point currency headwind largely from the Argentine peso after a sharp devaluation in late December last year. Similar to Q1, the currency headwind to adjusted revenue growth was much higher than the inflation and interest tailwind in Q2. Moving to the business lines, small business organic and adjusted revenue growth in the quarter was 35% and 13% respectively. Clover revenue grew 28% in the second quarter on an annualized payment volume growth of 17%. The spread between revenue and volume growth continues to reflect a higher penetration of value-added solutions, continued channel mix shift, and value-based pricing. VAS penetration stayed constant sequentially at 20% in Q2, an improvement from prior years where we typically see a seasonal decline from Q1 to Q2. VAS penetration was driven by growth in Clover Capital and the Clover SaaS package and should expand with several new offerings coming in the second half. Overall, we remain on pace to meet our 2026 targets. Enterprise organic and adjusted revenue growth in the quarter was 27% and 9% respectively, driven by transactions growth of 8% and higher VAS penetration. As with small business, organic growth at enterprise includes some transitory benefit from excess inflation and interest in Argentina. We’re pleased with the pace of client uptake and growth in Commerce Hub. Daily transactions in Commerce Hub are up 3.5 times from Q1 levels and clients are increasingly connecting to enhanced solutions. Three of the most popular are pay by bank, which allows consumers to pay via ACH payment from their bank account at the point of sale; online EVT, which lets merchants grow by offering payment via government benefit programs; and digital payouts, which merchants increasingly use to pay employees and vendors. Finally, processing organic and adjusted revenue in the quarter declined by 7% and 8% respectively. This business represents the bank end processing we do for our partners, where they own the merchant relationship. A few large processing clients experienced declines in their volumes and revenue in Q2. Year to date, processing organic and adjusted revenue are both up 1%, similar to our guidance for flat adjusted revenue over the medium term. Turning to some merchant highlights outside the U.S., first in EMEA, the general tone of business is improving as inflation is easing and consumer confidence begins to rise across the region. We had a good quarter for new wins and renewals with follow-on business, and we are finding that our professional services capability in the region is a competitive differentiator that reinforces our right to win. We expanded our strategic partnership with BNP Paribas, one of the leading banks in Europe, allowing it to extend its current merchant acquiring footprint into Germany. Also in Germany, H&M Group, the second-largest clothing retailer in the world, selected us as their strategic partner for point of sale, building on our existing relationship in Mexico and highlighting the value we bring to multi-national retail clients. We are also working with Lloyd’s Banking Group, one of the leading banks in the U.K. and a key partner for Fiserv, on a major business transformation program for Cardnet, our merchant acquiring joint venture. Together, we will deliver tailored solutions including Clover, dynamic currency conversion and merchant cash advance to add new and grow existing merchant relationships. We’ve also been selected by Deutsche Bahn, the national railway company of Germany and one of the largest railway companies in the world, to provide terminals, network services and value-added solutions. We extended our relationship with Absa, one of Africa’s largest diversified financial services groups. We will be implementing our full AQaaS solution, or acquiring as a service, which will allow Absa to process ecommerce transactions in nine African countries. AQaaS integrates multiple value-added solutions including payment gateway, merchant onboarding, merchant portal, omnipay back office, open FX, and real time fraud monitoring. Finally, we’ve extended our merchant acquiring relationship with Żabka Polska, the largest convenience store chain in central and eastern Europe, based in Poland, with over 11,000 stores. We’ve grown to provide more than 20 products to this innovative client, most recently adding merchant cash advance, a growing value-added solution for us in the region. Moving to Latin America, in Brazil the extension of our Caixa relationship to their bill pay locations has begun to ramp with sequential volume growth of over 20% in Q2. In addition, we went live with our pilot for our Pix platform to act as a payment service provider to over 30 merchants. This capability came through the acquisition of Sled in November of 2023 and will open up new growth opportunities from instant payment activity in Brazil. Overall, we continue to grow our instant payment transactions in Brazil and Argentina. In Brazil, we reached more than 400 million transactions in Q2, up 21% from Q1 levels, and we doubled our number of transactions in Argentina. In Asia Pacific, we went live with our pilot merchant acquiring services in New Zealand, a new market for Fiserv. We plan to target omnichannel merchants primarily in the hospitality and retail segments, as well as ecommerce-only merchants, aggregation partners and payfacs. Adjusted operating income in the merchant solutions segment increased 18% to $882 million in the quarter, with adjusted operating margin up 290 basis points to 36.6%. Year to date, adjusted operating income increased 23% to $1.7 billion with adjusted operating margin up 360 basis points to 35.4%. As noted last quarter, interest expense from anticipation revenue is recorded below the operating income line. If the interest costs from anticipation were included in operating income, merchant adjusted operating margins would have expanded 220 basis points for the quarter and 300 year to date. Turning to Slide 7 on the financial solutions segment, organic revenue grew 8% in the quarter and 6% year to date, in line with our full year outlook of 5% to 7%. Looking at the business lines, digital payments organic and adjusted revenue each grew by 8% in the quarter. Growth in Zelle transactions continued to be strong at 43%, and we signed one of our largest bank clients yet on Zelle, First Horizon Bank with $82 billion in assets, and the pipeline includes other large prospects. We continued to see strong demand from clients for FedNow and RTP integration. In Q2, we signed 32 FIs to FedNow, bringing our total signed to nearly 300. In issuing, organic and adjusted revenue grew 9% and 4% respectively in the quarter, driven by account growth internationally and new loan accounts in North America. Another growth vertical that we’ve been highlighting is government, where we continue to win and convert large programs, including the California Employment Development Department, which has enrolled over 1 million of our money network prepaid cards, funding nearly $5 billion. In Q2, we won an electronic funds transfer mandate with a major U.S. agency which should help extend our double-digit growth in the federal market. We also won several state and local deals on the merchant side of the business, including Texas, Arizona, North Carolina, and the City of San Francisco. Meanwhile, we are continuing to make strides with prior large wins, implementing the first phase of a target program with output services, though we expect the vast majority of revenue will start in Q1 2025, when the Circle card accounts begin to go live. Issuing has a meaningful and growing presence outside the U.S., and we have been investing to roll out the next generation of First Vision, our international operating platform. In Q2, we won our first client on the new First Vision platform in Brazil. Banking organic and adjusted revenue grew 6% and 4% respectively in the quarter. Excluding periodic revenue, organic revenue grew 4% in the quarter. We had two Finxact wins this quarter, including Metropolitan Commercial Bank, a $7 billion bank and an existing Fiserv core client that has decided to build a migration path to Finxact. The pipeline remains robust, including embedded finance opportunities, and we completed the integration of Finxact with Commerce Hub. This allows our enterprise merchants to embed a robust suite of financial services for their customers across shopping and checkout experiences. Second quarter adjusted operating income for the financial solutions segment was up 6% to $1.1 billion, and adjusted operating margin was consistent with a very strong second quarter last year at 45.9%. Year to date, adjusted operating income for the segment was up 6% to $2.1 billion, with adjusted operating margin up 80 basis points to 45%. Now let me wrap up with some remaining details on the financials. The corporate adjusted operating loss was $134 million in the quarter and $282 million year to date, in line with our expectations. The adjusted effective tax rate in the quarter was 19.9% and 18.1% for the first half, and we continue to expect the full year rate to be approximately 20%. Total debt outstanding was $25.5 billion on June 30. Our debt to adjusted EBITDA ratio was steady at 2.8 times, within our target leverage range. During the quarter, we repurchased 10 million shares for $1.5 billion, bringing our total cash return to shareholders for the last 12 months to just over $5 billion, and nearly $15 billion since the 2015 merger. We had 32 million shares remaining authorized for repurchase at the end of the quarter. Turning to Slide 9, as Frank said earlier, we are raising our full year adjusted earnings per share outlook to a range of $8.65 to $8.80, up from $8.60 to $8.75, and an acceleration in forecasted adjusted EPS growth to 15% to 17%, from 14% to 16%. We are maintaining our 2024 organic revenue growth outlook of 15% to 17%, and raising our estimate for adjusted operating margin expansion to more than 135 basis points compared to at least 125 basis points. Previously, our organic growth guidance assumed seven points of contribution from excess inflation and interest in Argentina, but during Q2 we saw a faster than expected decline in both measures. This more rapid return to historic average is good news for our Argentine business and overall stability in the region; however, the extra revenue contribution will now be less this year. Based on the latest economist consensus, we now assume four points of benefit from excess inflation and interest this year, down from seven points. Nevertheless, we are reiterating our previous organic growth guidance for the year despite exogenous shifts affecting our business. This capability has become a hallmark of Fiserv today. It is a testament to the adaptability of our business model that comes from a broad product portfolio, diverse client base, resourceful management team, and global reach. This quarter, we offset the lower inflation and interest benefit in Argentina with additional anticipation revenue, another quarter of dólar turista revenue, and other growth across the company. Our full year outlook of 15% to 17% total company organic growth less the four-point transitory benefit from inflation and interest in Argentina puts our normalized growth at 11% to 13% for 2024. This is in line with our medium term guidance of 9% to 12%, which assumes macro factors from Argentina continue to normalize. The forecasted impact from foreign currency exchange remains 8.5%, and we anticipate will continue to be a stronger though declining headwind to adjusted revenue growth relative to the tailwind from excess inflation and interest. Wrapping up with free cash flow, first I’d like to note a change to our cash flow reporting. We moved the Clover Capital and LATAM anticipation activity to the investing section of the cash flow statement, beginning in the second quarter. We re-evaluated the presentation in our cash flow statement given a significant increase in the merchant cash advance activity. This change is consistent with how our peers account for these activities and the additional disclosure will provide greater transparency to our investors. This move affected our free cash flow since those amounts are no longer included in cash flows from operating activities, so we are adjusting our full year free cash flow outlook accordingly by increasing our guidance to $4.7 billion from $4.5 billion, since we expected $200 million of outflows for merchants’ cash advances when we originally set our 2024 outlook. With that, let me turn the call back to Frank for some closing remarks.
Frank Bisignano:
Thanks Bob. There is another value creation opportunity within post-merger Fiserv, and that’s data. The proposition for us in extracting intelligence from the massive amounts of data that we generate daily is significant and can be an important growth driver beyond the medium term. Three years ago, long before AI was the hot topic it is today, we assembled a team of internal and external experts in the fields of data science and AI. We gave them a mandate to harness all of the data naturally captured through Fiserv transactions and account processing activity to drive actionable intelligence for us, the marketplace, and our merchant and financial institution clients. There are three advantages that Fiserv has in its data. Ours is available in real time, it’s granular to the transaction level, and it’s multi-faceted in that it spans merchant, issuing and banking activity. This makes our data quite powerful to apply in anti-fraud solutions which we are doing internally, with plans for a client-facing solution this fall. Our first great application to the market is the Fiserv Small Business Index, a real time assessment of consumer spending at millions of small businesses published monthly. It maximizes the features of Fiserv data with its timely release two days after month end, a detailed look at trends by industry and geography, and the inclusion of non-card spending data such as cash and checks. We’re also working to support clients in their AI journeys as they invest to process and understand their own data. Clients are recognizing that we can efficiently add Fiserv data and intelligence to help take decision making to the next level. It’s a major value-added solution that we’re already testing with several of our largest clients and on the Clover platform. We are still in the early stages of delivering our data and intelligence solutions, but the opportunity is significant given the power of our integrated platforms and our unmatched scale, breadth and investment. Finally, I’d like to thank our more than 40,000 employees for their steadfast commitment to our vision and hard work on the day to day execution. It’s clearly led to our leadership in product and innovation and the strong results you’re seeing us report today. Together, we strive to achieve excellence every day on behalf of our clients, partners and shareholders. Thank you for your time today, and now Operator, please open the line for questions.
Operator:
Thank you. We would now like to open the phone lines for questions. [Operator instructions] For our first question, we’ll go to the line of David Togut from Evercore ISI. Please go ahead.
David Togut:
Thank you, good morning Frank and Bob. Appreciate the update on new product launches for Clover, and also the vertical market expansion into services and retail. Could you update us on the international expansion in Brazil and Mexico? Frank, you called out some initiatives in Brazil, but in terms of the broader new market launch post friends and family, what are your expectations for the back half of this year and into 2025?
Frank Bisignano:
Yes, I think first of all, when you look at what we’re doing on global penetration, we have--you know we talked about Mexico, Australia and Brazil. You should expect Brazil and Mexico in August as a pilot. I would see it as a full ramp in 2025, I’d treat August like a friends and family. But remember, our business in Brazil, the things we’ve done with Caixa, the things we’ve done growing the business, you know, probably eight, nine years ago from a start-up into a tremendous competitor, so we have growth projections for that market that we would expect it to perform as our business has in Brazil. Mexico - you know, we’ve built a business there, we continue to grow that business. We feel our Mexico and Brazil build is very similar, that’s why you see them coming out together. Once again, a friends and family in August [indiscernible], and obviously we’ll watch that build through the fourth quarter and then full effect in ’25. We feel really great about our position on Australia and what we’re going to do in Australia. You’ll see us in September, and that as a friends and family. We have expectations of larger partner wins there also that are very, very highly motivated to have Clover in market in ’25, so. I don’t think you’ll get a ton of growth out of it this year. We’ll update you later in the year on our expectations in ’25, but those builds are in full force. We have partners who want it bad, and we see the market demand for all that. Thanks for that question. You know, David, we got on the call and talked about a celebration that we’re really having right now, which is the 40th anniversary of Fiserv and the fifth anniversary of the merger. But I think what I realized when I got up this morning is we’re actually celebrating your retirement from Evercore, and if my information’s right, because you know we love to count everything here, you’ve covered Fiserv for 29 years and that’s spanned four CEOs, and I’m fortunate to stand on the shoulders of those who became before me, so I cherish our time together. Then I think I’m right in 32 years on First Data - I can’t really account for all the CEOs that came before me specifically post KKR, but thank you for everything you’ve done for the industry. Thank you for the work, and I think it’s a celebration of your career and your retirement from Evercore. Thanks for being here with us today.
David Togut:
Thank you so much, Frank. That really means a lot to me. I really enjoyed working with you, Bob and Julie, and in the tradition of your predecessors, you continue to create tremendous shareholder value, so I’ll continue to watch your progress with great interest.
Bob Hau:
Congratulations, David.
David Togut:
Thank you Bob.
Operator:
Next, we’ll go to the line of Tien-Tsin Huang with JP Morgan. Please go ahead.
Tien-Tsin Huang:
I was going to say, I can’t remember any First Data or Fiserv call without David Togut on it, so I echo that. My question for you guys, just on the margin outlook that was raised, can you give us a little bit more specifics on the sources of the upside there? Then just a clarification on the merchant processing side, was that related to some bank losses? I heard a comment that there were some declines on the bank side, so I wanted to clarify if that was line specific or due to attrition. Thank you.
Bob Hau:
Yes, thanks Tien-Tsin, good morning. First on the margin outlook, as you heard in our prepared remarks, we raised our margin outlook actually for the second quarter in a row, and now greater than 135 basis points. The original guide back in February was greater than 100 basis points. That’s really driven by two factors. One is just the scale and volume of the company - as we add more revenue, it drops through to the company average--excuse me, better than company average rates, and continue to see good growth. The second one, of course, is ongoing productivity - we continue on an ongoing basis, as Frank said earlier, measure everything, and we continue to see progress towards achieving increased productivity across the organization, and so the combination of very strong organic growth, 15% to 17% this year plus productivity allows us to continue to expand margin on a multiple year basis. Then in the merchant processing side, as you know, the processing business line for us is where our clients own the merchant contracts, and so we are providing the back end processing for those clients. In many cases, it’s banks, could be wholesale ISOs, and what we saw is some volume decline out of those processing contracts in the second quarter. Of course, on a year-to-date basis, we are plus-1% for the first half of the year, and that’s in line with our ongoing expectation that it’s roughly flat in this business line going forward.
Operator:
Next, we’ll go to the line of Jason Kupferberg from Bank of America Merrill Lynch. Please go ahead.
Jason Kupferberg:
Good morning guys. Thanks for taking the question. Great to see the ongoing revenue performance here. I was curious just to ask about some of the underlying metrics - small business volume growth, enterprise transaction growth. We did some slowdown there in Q2, probably more than can likely be explained just by leap year, so was hoping you could unpack those a little bit in terms of where you saw some of the softness. Was it certain verticals or higher income versus lower income consumers, and then just anything you can give us on what you’ve seen in July so far? We heard from Visa last night about a little bit of softness related to hurricane and CrowdStrike. Thank you.
Bob Hau:
Yes Jason, good morning. There’s obviously lots of variables in both of those, both for small business and the enterprise business lines. Generally, we saw a bit of a slowing, and in fact through the second quarter, April and May were in line with our expectations, July came in a little bit slower. But I would emphasize that that was in line with our expectations, so it’s partly why we’re maintaining our full year organic growth rate at 15% to 17%, and in fact for the merchant segment holding at the 25% to 28% despite acceleration in easing of that transitory benefit down in Argentina. Generally, the business is performing at or better than we had previously expected outside of that slowing in the transitory benefit, which by the way, we think is a good thing for the Argentine economy. A more normalized growth rate in inflation and interest is good long term, and so we’re encouraged by how that’s going and how the overall business is responding.
Frank Bisignano:
Yes, maybe I’d make a couple other general macro comments. One, when you looked at--you know, we’re very, very proud of what we believe we’ve created with the FSBI and our ability to track it. Obviously we talked about how our numbers don’t exactly mirror the FSBI because of our international presence and the fact that we have verticals that we think outperform. We see a slowness in July, but we see growth in July as we look at it right now. It’s in line with really Q2 if you look at it, and slightly ahead of June. I think also as you look across our book and our total portfolio, you’ll also see the slowing in credit originations across our book which covers retail private label and general purpose, but all of this within our expectation range. I’d also make a secondary point around volume and revenue. We are no longer a volume-only shop. We have lots of VAS, both at the enterprise level and at the SMB level, and it really was the design of how to proceed. We have great feeling about our ability to grow merchants globally, and that’s inclusive of the U.S., so that all falls into our expectation set and I think in total when you look at the business performance and the portfolio size and scope, our hedge is very, very strong.
Operator:
Next, we’ll go to the line of Timothy Chiodo from UBS. Please go ahead.
Timothy Chiodo:
Great, thank you for taking the question. I wanted to hit up on CashFlow Central, just given it’s about to go live here. It’s six large clients you mentioned. In terms of the monetization, I believe it’s a combination of subscription fees and then also transaction fees, including some interchange revenue potentially. I was hoping you could break that down a little bit more, and then also talk a little bit about how the revenue will be recognized across the two segments. Thanks a lot.
Frank Bisignano:
Yes, maybe I’ll elevate it a hair, just so we have pure clarity on our SMB strategy here, both with FIs and on our other direct channels. We referred to it in our prior comments, but I want to be very, very clear - first of all, those wins are large institutional wins before the product’s in the market in that fashion, and our pipeline is tremendously strong. Remember, we’re also going to bring this product to Clover, and we’re bringing the product to our ISV channels also. Then what we talk about is, as I like to call it, an SMB bundle. That SMB bundle will include Clover, CashFlow Central, the ability to integrate that information, bring it to Active D, which is also winning heavily in the market right now as our new digital banking platform, and Spendlabs. So I think what you’re going to find--and banks, FIs love the bundle, right? Yes, they’re buying CashFlow Central, but this will be a long-term growth engine, and you also heard us talk about our ability to go yes, we have 900 financial institutions, we plan on continuing to grow that number. CashFlow Central by itself is a standout product, which Bob will walk you through the economics, but I want you to focus on the SMB strategy that is an integrated strategy. I think we’re one of a kind in the ability to deliver digital banking, deliver card spend, deliver Clover, and deliver something like CashFlow Central AR/AP to this SMB set. Our banks are loving it. We’ve got two shots at helping our banks generate revenue through it. I didn’t want to minimize the question without articulating the strategy, which is a long term growth strategy for our total portfolio.
Bob Hau:
And Tim, I’d say we feel very good about signing up six large banks before we’ve gone live. We’re quite encouraged on the demand from those financial institutions and the excitement they have. As Frank points out, it’s a revenue generator with them, it allows them to bring themselves closer to their small business client, which is an important client base for them, and for us, the opposite of our consumer bill pay solution which is a fee that the banks pay us but typically do not charge consumers, and so it’s an expense item. For CashFlow Central, it’s actually a revenue generator - they’ll likely charge their small business clients a subscription, again generate revenue for themselves and obviously for us as transactions flow, so feel very good about the opportunity and very encouraged on the very, very early read.
Operator:
Next, we’ll go the line of Dave Koning from Baird. Please go ahead.
Dave Koning:
Yes, hey guys. Thanks, and nice job. I guess my question, in the banking sub-unit, you grew 4% ex periodic revenue. That’s the best we can see in the six quarters or so since you’ve given the new segment data. Is there something about the market that’s getting better or something that you’re doing more specifically, and is this higher level sustainable?
Frank Bisignano:
Yes, maybe I’d cover that. I realize in my comments about business generation and demand, I didn’t include that we see large demand for our services out of the financial institutions, and that’s beyond this merchant and CFC capability, which both have tremendous demand. It goes to [indiscernible], which is winning the marketplace. You heard us talk about our Finxact wins. Our clients are growing, and you can look at things that we’ve done on Finxact with one, which has been a tremendous opportunity. I do think, you know, and you could point to recent surveys published that we’ve differentiated ourselves in the service area from where we might have been a couple years ago with the delivery of a commitment tracker, which allows us and our clients to have 100% synchronization on our commitments and our delivery rate. I think those have really, really distinguished ourselves. Our relationship management model is making a difference and will continue. Demand is strong, so I think it’s all those variables that gives us confidence about our ability to be the grower that we talked about to you back on i-day.
Operator:
Next, we’ll go the line of Darrin Peller from Wolfe Research. Please go ahead.
Darrin Peller:
Hey, thanks guys. If we could just hone in and just give a little bit more of a broad update on the financial solutions segment, just given the strength we’re seeing, obviously CashFlow Central is strong and then you have Zelle and some other implementations. But help us understand the driving forces of that growth going from where it is today, and then I know you’ve talked about it accelerating again into--like, through ’25 and into ’26 at your investor day. Is that still what you see happening, and what are the major drivers affecting that?
Bob Hau:
Yes Darrin, so our expectation, our outlook for this year for the financial solutions segment is 4% to 6%--excuse me, 5% to 7%. Year to date, we’re at 6%, so we’re right at the midpoint of that full year outlook. We anticipate as we go into ’25 and ’26, our medium term outlook for the financial solutions segment increases a point to 6% to 8%, so 5% to 7% this year, we’re right at midpoint halfway through the year, and we expect that to accelerate into ’25 and 2026. That’s really driven by the benefits of exactly what you called out - CashFlow Central coming online, growth in XD, our digital banking solution, Finxact, and a broad suite of capabilities that we have continuing to take hold and meet the demands of our financial solutions client base. We also have on the issuing side, as you heard us talk about back in November at the investor day, several large client wins that will go live in 2025 and beyond, things like Verizon and Target and Desjardins all giving us a lift, so we feel quite good about where we are first half of the year and what we see going into ’25 and ’26.
Operator:
Next, we’ll go to the line of Dan Dolev from Mizuho Securities. Please go ahead.
Dan Dolev:
Hey Frank and Bob. Really nice results. I just wanted to go back to the more sort of guidance in merchant and macro - I mean, pretty impressive results despite, I’d say, the more muted tone at Visa yesterday. Can you maybe provide just a little bridge in terms of what needs to happen for the guide, or the fact that you maintained the guide for the year? Is there anything--is it all idiosyncratic wins, etc., which is what we suspect, or is there anything else in there? And again, congrats.
Bob Hau:
Yes, thanks Dan. Overall, maintaining our total company organic growth at 15% to 17%, in order to do that, we expect the merchant segment to grow 25% to 28% organically first half of the year. We’re ahead of that slightly at the top end, good growth overall. We talked a little bit in our prepared remarks about the easing of the transitory benefit of inflation and interest. You’ve seen in our slides that that number has come down. Our previous expectation for the full year was that that would provide a 14-point benefit to merchant solutions, now a 9-point benefit, yet we’re maintaining our full year outlook, and that’s the strength of things like Clover selling very well, value-added solutions both in our small business and in our enterprise business. CommerceHub continues to see good uptake from our large enterprise clients. We definitely saw an increase in anticipation activity down in Latin America we talked about in our prepared remarks, as well as an additional quarter benefit of Dólar turista, so maybe a little bit of that idiosyncratic view from your point on the Dólar turista, expect that to go away at the tail end of this quarter, third quarter, but generally, growth across the business. I think this is one of the hallmarks of Fiserv over the 40 years that we’ve been in business, anticipating that 2024 will be our 39th consecutive year of double-digit EPS growth. We are incredibly resilient and we respond to changes in the marketplace. We respond to changes in the macroeconomic environment and it’s the breadth and depth of our capability, of our product set, of our client base and our distribution channels.
Operator:
Next, we’ll go the line of James Faucette from Morgan Stanley. Please go ahead.
James Faucette:
Great, thank you very much, and thanks for all of the color and detail here. I want to go back to Clover and Clover growth. One of the questions we get a lot is you talked at your analyst meeting back in November about using Clover and how the back book could contribute a little bit more going forward to that growth. But I’m wondering if you can talk to a little bit the sale cycle there and where your existing customer is seeing value on Clover, and how you’re feeling about that and maintaining those customers from a competitive standpoint, if they are re-evaluating solutions, etc. Thanks a lot.
Frank Bisignano:
Thanks Jim, good to hear from you. You know, we’ve been really, really feeling good about the Clover strategy and continuing to refine it. Obviously we know there will be a day where we’re going to come back to you and say, we hit it directly into the back book, but we see so much front book activity opportunity between our international, between our ISV, between how we’re thinking about the verticals like services, like restaurants, that we’re continuing to build that product set, that VAS. Obviously it’s an outperformer in attrition across the total book, and we have the benefit of looking at attrition rates from everything. We look at them from what our ISO portfolios are attriting versus our ISV portfolios attriting, versus our agent versus our direct book, and we feel really, really good about how it’s performed. We’re continuing to ramp up our investment in value-added services and vertical expertise there. We’ve made a set of commitments - you know, 3.5 and then 4.5 and pen rates, and you know, we think about the merchant business being $10 billion, then $12 billion, and all of those feels really, really tight and on track. Obviously--you know, I always have to say we started Clover with seven engineers and three [indiscernible], and now we’ve got a global franchise, so it’s straight in our sites. Obviously we have lots of other great things in our portfolio, but it also is a key to why we have 900 financial institutions, and I would expect over a period of time on this journey that if you ask me, we haven’t ever made a commitment or guided to any financial institution, but you should expect us to continue to grow that at a double-digit number every year. I don’t know if that’s helpful, Jim?
Operator:
For our final question, we’ll go to the line of Ramsey El-Assal from Barclays. Please go ahead.
Ramsey El-Assal:
Hi, thanks for squeezing me in here. I wanted to ask about M&A, and I guess specifically given the valuation, multiples on the public company side seem to be much lower than on the private side. Does that tilt the opportunity set for you guys more towards acquiring public peers? Would you have an appetite to move in that direction, Frank?
Frank Bisignano:
Well, I don’t--you know, it’s not like I think about public-private. I think about--first of all, we have a tried and true capital deployment philosophy, which I think we’ve been performing well at. I frequently say, gee, I wish we had acquired more, and I frequently--and I always say, but there’s nothing that traded that I wish we had acquired, so I think it’s about value, it’s about long term value creation. Remember, we have the best distribution with our financial institutions, our ISVs. Our ability now to take financial products and bring them to our merchants - you know, we didn’t really talk about embedded finance at all today, but that is still an engine that’s moving for us. It’s where is value creation, how do we bring it to our clients and our shareholders, and I’m really not thinking public versus private as much as being involved in looking at everything humanly possible. That would be--I think that’s kind of where we are.
Frank Bisignano:
I’d like to thank everybody for their attention today. Obviously we’ve got a great IR team, so reach out to them with any further questions. Have a great day, and I look forward to talking to you in the future.
Operator:
Thank you all for participating in the Fiserv second quarter 2024 earnings conference call. That concludes today’s conference. Please disconnect at this time and have a great rest of your day.
Operator:
Welcome to the Fiserv First Quarter 2024 Earnings Conference Call. All participants will be in a listen-only mode until the question-and-answer session begins following the presentation. As a reminder, today’s call is being recorded. At this time, I’d like to turn the call over to Julie Chariell, Senior Vice President of Investor Relations at Fiserv.
Julie Chariell:
Thank you, and good morning. With me on the call today are Frank Bisignano, our Chairman, President and Chief Executive Officer; and Bob Hau, our Chief Financial Officer. Our earnings release and supplemental materials for the quarter are available on the Investor Relations section of fiserv.com. Please refer to these materials for an explanation of the non-GAAP financial measures discussed on this call, along with the reconciliation of those measures to the nearest applicable GAAP measures. Unless otherwise stated, performance references are year-over-year comparisons. Our remarks today will include forward-looking statements about, among other matters, expected operating and financial results and strategic initiatives. Forward-looking statements may differ materially from actual results and are subject to a number of risks and uncertainties. You should refer to our earnings release for a discussion of these risk factors. As a reminder starting in the first quarter of this year Fiserv now reports two segments
Frank Bisignano:
Thank you, Julie. And thank you all for joining us today to discuss our first quarter results and a strong start to the year. Fiserv delivered a strong first quarter with adjusted earnings per share of $1.88, up 19%, which reflects our continued revenue growth and operating margin expansion. Adjusted revenue growth was 7% and adjusted operating margin of 35.8% increased 180 basis points. We had organic revenue growth of 20% in the first quarter. This is consistent with our expectation of higher growth in the first-half of 2024 toward our full-year outlook of 15% to 17% organic growth. This healthy top line growth coupled with Q1 stronger margin performance leads us to raise our adjusted earnings for share outlook to a range of $8.60 to $8.75. From the prior range of $8.55 to $8.70, which is 14% to 16% growth. We now expect adjusted operating margin to expand at least 125 basis points this year, compared to our prior outlook for at least 100 basis points of margin improvement. As you know, beginning this quarter, we realigned our business to best reflect our clients engage with our solutions today. This client-centric model is now reported in two segments, with roughly half of our business in the merchant solution segment and the other half in the financial solution segment. Through this change, we retain our fundamental approach of providing business operating systems to run our clients’ key processes, while delivering a variety of value added solutions for enhanced capability. Our business model combines the recurring revenue and high incremental margin of a scaled processing business with higher growth and higher margins, but still consistent cloud-based software and services offerings. Both our segments performed well and within our expectations. Merchant Solutions organic revenue grew 36% in Q1 and 13% on an adjusted basis. Financial Solutions revenue grew 5% organically and 2% on an adjusted basis. This performance reflects a solid macro environment, along with our ability to drive outperformance by adding new clients, retaining and growing with existing clients, and providing them more value-added solutions. At a Macro level, consumer spending remains resilient. The Fiserv Small Business Index, based upon the spending activity at 2 million small merchants in the U.S., shows spending rose 3.4% in the first quarter, up from 2.5% in Q4. The early read on April is that growth is tracking slightly ahead of the Q1 average. The index also showed that roughly 60% of Q1 spend was on non-discretionary categories. And the remaining spend went mostly to dining out, amusement, hotels, and short-term rentals. These metrics point to a resilient consumer in the U.S. turning to the broader environment for banking, while there is some signs of pressure our net interest income given high interest rates and potentially tighter lending. We have not seen this having an impact on our client's IT spending for the essential services we provide. With that macro backdrop, there are a number of highlights for Fiserv’s business in Q1 and the remainder of the year. In Merchant Solutions, first quarter activity reinforced our progress toward achieving the targets we set in our November Investor Day, including to reach $12 billion in revenue in 2026 as we continue to expand adjusted operating margin. Let's discuss five of the drivers that support this outlook. First, Clover continues to lead the small business merchant SaaS market in growth and scale and remains on track to reach the expected $4.5 billion in revenue in 2026. Clover first did a second consecutive quarter of 30% revenue growth, supported by new merchant ads, and a 20% penetration of value-added solutions. Second, we are launching multiple new Clover products this year. In the first quarter, we rolled out a larger kitchen display system and our ordering kiosks for the restaurant vertical. Around mid-year, we'll be rolling out a new Clover device called the Compact. In the second-half of the year, we expect to begin offering additional software solutions for the professional services vertical. Third, out progress in international markets continues to differentiate Pfizer. Demand for Clover is strong in Germany and leads our building from Albert Joint Venture with Deutsche Bank. In the Netherlands, where we acquired the remaining portion of the joint venture from our bank partner last year, we are seeing pent-up demand for Clover. In Argentina, we are having success adding merchants to Clover as we prepare to launch it in Brazil and Mexico in the second-half of the year. In Asia-Pac, we continue to build on our high-end hospitality market leadership, signing the Grand Hyatt in Q1 to reach over 25 five-star properties in Singapore and Malaysia. We continue to ramp up distribution as we prepare for the Clover launch in the APAC region. We already have over 50 ISO and PayFac partners, and we onboarded more partners in Q1, including KPay, which added 20,000 merchants onto our platform. We continued to expect a full-featured Clover launch in Australia, Singapore, and Hong Kong in 2025. Fourth, our value-added solutions penetration continues to rise. In Q1, Clover VAS penetration reached 20% on growth in Clover SaaS, Clover Capital, and Rapid Deposit. In the enterprise business, we are seeing a newer VAS opportunity emerge with our SnapPay product, a B2B payments offering for mid-market merchants that integrate seamlessly with popular ERP solutions. After over 20% revenue growth in 2023, SnapPay is poised for continued strength this year. Covanta Energy signed up for SnapPay in Q1, and we had an additional government win with the State of Texas to digitize revenue collection activity. We also entered into our first major reseller agreement for SnapPay, opening the opportunity to reach even more mid-market clients. Fifth and finally, we continue to add new merchant relationships across the SMB and enterprise markets. Building on the success we saw in 2023, Clover Sport added over 20 new venues, putting 1,000s of new Clover devices in the market. Venues include stadiums that are home to teams in the MLB, NFL, and NTAA, as well as amphitheaters, golf courses, and large-scale festivals. In our enterprise business, we address a wide breadth of industries and a growing presence in new markets, such as social gaming, which is a $10 billion opportunity by volume and growing around 20%. We signed three more clients in this space in Q1 and now serve 13 social gaming merchants, including three of the top five. We are seeing good uptake of Commerce Hub, our single orchestration layer that allows enterprise clients to operate a unified omnichannel platform. In Q1, our Commerce Hub client count surpassed 200. These five are just some of the ways we plan to achieve the targets we've set for 2026. Turning to the financial solutions segment, demand for modernization and innovation is on full display. We posted four Finxact wins for new and traditional use cases in Q1. Although we do not expect the revenue contribution to be significant in 2024, this progress reinforces Finxact’s capability and flexibility as a cloud-based core banking and embedded finance platform. Let's take a deeper look at all four. First, Finxact will be the core platform for a new U.S.-based digital bank from Banco Inter Brazil, a current Fiserv client. Second, Finxact won a deal with the FinTech program manager that helps businesses access the payments ecosystem. This client decided to upgrade to Finxact and consolidate volumes on the platform. Third, Finxact signed a current Fiserv SMB solutions aggregator client as they build embedded finance for their merchant clients. This opportunity ties deeper into Fiserv as we will be working without financial institution clients to find sponsors of these lending services. Fourth and finally, Finxact won a deal to become the core account processor for a major U.S. government agency as part of the client's much larger modernization plan, which will pull in other parts of our business. It's clear that Finxact is demonstrating its capability across the broader financial services landscape. And we're encouraged by its growing pipeline today and the bigger opportunity it can bring to Fiserv over time. Turning to credit issuing, we partnered with Robinhood as it launches its gold card program following the acquisition of X1, which is built on Fiserv Credit Processing. We also extend our relationship with Kuwait Finance House on the back of its acquisition of Ali United Bank and will be migrating that card portfolio onto our platform. These are two more examples of how financial institution M&A is presenting more opportunities and risk as our technology leadership grows clearer. Lastly, in Digital Payment Solutions, demand among our core account clients and other financial institutions remains strong. One of the fastest growing examples of this is Zelle, the largest B2B payment platform where we remain the leading third-party systems integrator and recorded 45% transaction growth in Q1. A second example that's still emerging is FedNow and RTP, where we sign more than 500 financial institutions to provide access to these real-time realms. And perhaps our biggest medium to long-term opportunity is cash flow central, our small business accounts payable, accounts receivable solution that we are currently marketing to banks as resellers. The product will be available this summer and we've already sold it to four large banks including U.S. Bank announced in February and this month Bolton Bank and Citizens Bank. You should also expect to see cash flow central distributed through Clover later this year. The product is off to a great start and we are encouraged by what we are seeing. And now let me turn the call over to Bob to walk you through the financials in more detail.
Bob Hau:
Thank you, Frank, and good morning, everyone. If you're following along on our slides, I'll cover additional detail on total company and segment performance, starting with our financial metrics and trends on slide four. First quarter performance demonstrated our ability to deliver top line growth and continue to drive margin expansion. First quarter total company adjusted revenue grew 7% to $4.5 billion and adjusted operating income grew 13% to $1.6 billion, resulting in adjusted operating margin of 35.8%, an increase of 180 basis points versus the prior year. As a reminder, our adjusted revenue was recast as part of our realign segment reporting. And if you haven't already, I encourage you to review our 8-K filing from March 26 for historical comparisons. The recast numbers include a small change to our adjusted revenue in the prior years to account for all pass-through postage. In our prior reporting, we adjusted the postage pass-through revenue only from our output business, which represents the significant majority of our postage activity. We are now adjusting out the non-output pass-through postage revenue as well. The change slightly lowered our adjusted revenue for the recast prior periods and better aligns with our internal reporting. On an organic basis, revenue grew 20% in the quarter, with particular ongoing strength in Merchant Solutions organic revenue, which was up 36%, and steady growth of 5% in financial solutions organic revenue. First quarter adjusted earnings per share increased 19% to $1.88, compared to $1.58 in the prior year. Our adjusted earnings per share in Q1 grew well above the 14$% to 16% growth level anticipated for the full-year. Free cash flow for the quarter was $454 million. While this number is lower than normally seen in the quarter, it is in line with our expectations given the timing of payments for the green tax credit program. This timing is consistent with what we described during last quarter's earnings call, and we expect this cash flow headwind to become a tailwind in the second-half of this year when we apply the credit to lower our second-half cash tax payments. We continue to expect to generate $4.5 billion in free cash flow for the year. Turning to performance by segment. Starting on slide five, organic revenue growth in the Merchant Solution Segment was 36% in the quarter. This includes a 15-point benefit from excess revenue driven by above average interest and inflation in Argentina. Without this transitory benefit, organic growth would have been 21%. On slide six, we've added a summary of the impact of excess Argentine inflation and interest on total Fiserv and Merchant Segment revenue, and the offsetting headwind from currency devaluation, which impacts adjusted revenue. Adjusted revenue growth for Merchant Solutions was 13% in the quarter. It includes a 23 percentage point currency headwind largely from the Argentine peso and the impact of the devaluation in late December last year. Unlike in 2023, the currency headwind in Q1 ‘24 was much higher than the inflation and interest tailwind. If interest and inflation fall back to normal levels, which we expect to happen in the medium term. We anticipate the headwind from foreign currency exchange would ease as well. Moving to the business lines, small business organic revenue growth and adjusted revenue growth was 45% and 16% respectively. Small business volume growth was 8%. As I mentioned, over the last few quarters, revenue from the excess inflation interest in Argentina is boosting organic growth, while the currency devaluation is a headwind to adjusted revenue. Clover revenue grew 30% in the first quarter and annualized payment volume growth of 19%. The spread between revenue and volume growth reflects a higher penetration of value-added solutions, continued channel mix shift, and some pricing. Vast penetration reached 20% in Q1, up from 19% in Q4, and on pace to meet our 27% target by 2026. The increase was driven by revenue from Clover Capital, Rapid Deposit, and our basic Clover SaaS plans. Clover Capital is our short-term working capital advance program. Rapid deposit allows merchants to access money from daily car sales instantly for a fee. And while there are several standard Clover SaaS plans, the basic package includes virtual terminal, e-commerce products, developer tools, invoicing, and transaction reports. These are just some examples of the value-added solutions available with Clover. Enterprise organic and adjusted revenue growth was 29% and 6% respectively, driven by transactions growth of 12% and higher vast penetration. As in small business, organic growth includes some transitory benefit from excess inflation and interest in Argentina, but was also impacted by the inclusion of three lower growth products as part of the shift in our business segmentation to start this year. Finally, processing organic and adjusted revenue grew by 9% and 10%, respectively. As mentioned in the past, processing represents the back-end processing we do for our partners where they own the merchant relationship. The increase this quarter was driven by a termination fee from an existing client, who canceled a planned expansion into new geographies. This will not impact ongoing revenue in established geographies where our relationship with this client remains strong. Excluding periodic revenue, processing revenue declined 2% in the quarter. This business line has no revenue from Argentina. Overall, we continue to anticipate processing adjusted revenue to be roughly flat over the medium term. Adjusted operating income in the Merchant Solution Segment increased 30% to $769 million in the quarter with adjusted operating margin of 440 basis points to 34.1%. In accordance with GAAP, interest expense from anticipation revenue is recorded below the operating income line. If the interest costs from anticipation were included in operating income, Merchant adjusted operating margins would have still expanded a very strong 390 basis points for the quarter. Turning to slide seven, on the Financial Solutions Segment, organic revenue grew 5% in the quarter, which is in line with our full-year outlook of 5% to 7%. Looking at the business lines, digital payments, organic and adjusted revenue each grew by 5%. Dell transactions and number of clients continue to grow at a healthy clip at 45% and 20% respectively. And we continue to see strong demand from clients for FedNow and RTP integration. Issuing organic and adjusted revenue grew 8% and 3% respectively, driven by several factors, including the launch of money network cards to unemployment and disability benefit recipients under the California Employment Development Department Program. Banking organic and adjusted revenue declined 1% and 3%, respectively. Excluding periodic license and termination fee revenue, banking organic revenue grew 2%. First quarter adjusted operating income for the financial solution segment was up 6% to $1 billion, and adjusted operating margin was up 160 basis points to 44.1%, driven by operating leverage from scaled revenue growth and cost efficiency. As we highlighted at our Investor Conference in November, the cross Fiserv activity between our two segments is particularly powerful, because following the success of the Fiserv first data merger, we are the only single provider of merchant, Bank IT, and payments functionality. Let me share three examples where we've had important cross-Fiserv wins in Q1. In our debit networks, STAR and Accel, we have five merchant wins in the quarter, including ConocoPhillips, a traditional merchant, along with a social media company and a PayFac, both of which will be able to benefit from more choice under Reg II. Traditional and online merchants are using our debit networks to efficiently route card transactions at the point of sale. These wins drive revenue in our digital payments business line and often go hand in hand with merchant acquiring wins and other value-added solution sales that only Fiserv offers. A second example can be found in open banking, where we provide our data solutions to facilitators such as Plaid and MasterCard Open Banking as a single API into the open banking data of our financial institution clients. In Q1, we signed a data access agreement with Visa Open Banking Solutions acquired through Tink as they entered the U.S. The data is typically used by clients of these organizations to verify bank accounts for payments and transfers, underwrite loans, and facilitate financial wellness and planning, and by merchants to facilitate pay-by-bank transactions as just a few examples. Third, over the past year, we have announced a number of wins in the government sector, and we're excited about our continued momentum in this large vertical across our merchant and financial segments. Revenue from government clients recently surpassed $500 million. Now, let me wrap up with some remaining details on the financials. The corporate adjusted operating loss was $148 billion in the quarter, largely in line with our expectations. The adjusted effective tax rate in the quarter was 18.2%. The Q1 tax rate is traditionally below the full-year rate, and we continue to expect the 2024 adjusted effective tax rate to be approximately 20% for the full-year. Total debt outstanding was $24.4 billion on March 31. Our debt to adjusted EBITDA ratio slightly increased to 2.8 times within our targeted leverage range. And we have approximately 7% of our debt in variable rate instruments. During the quarter, we repurchased 10.2 million shares for $1.5 billion, bringing our total cash return to shareholders for the last 12 months to $4.7 billion. We had 42 million shares remaining authorized for repurchase at the end of the quarter. Our long-standing capital allocation strategy will continue in 2024, defined by a strong balance sheet, share repurchases, and complementary and innovative acquisitions. As Frank said earlier, we continue to expect organic revenue growth of 15% to 17% for the full year. One quarter into the year, we are maintaining our 2024 organic revenue growth rate outlook. While the interest in inflation tailwind from Argentina eased faster than we expected, further moves in the balance of the year remain unclear, while our overall business remains strong. For the full-year, we now expect adjusted operating margin expansion to be more than 125 basis points, up from our previous outlook of at least 100 basis points. This translates to adjusted earnings per share of $8.60 to $8.75, a $0.05 increase in our outlook at the midpoint, which is 14% to 16% growth over 2023. This performance for 2024 would represent our 39th consecutive year of double-digit adjusted EPS growth. With that, let me turn the call back to Frank for some closing remarks.
Frank Bisignano:
Thanks, Bob. Last week we published our fourth corporate social responsibility report. In it, we highlight the ways we execute on our four strategic pillars
Operator:
Thank you. We would now like to open the phone lines for questions. [Operator Instructions] Our first question comes from David Togut from Evercore ISI. Please go ahead.
David Togut:
Thank you. Good morning. Great to see Clover revenue growth sustained at 30% with accelerating payment volume growth and higher VAS attach rates. When you look at the picture for Clover for the year as a whole, can revenue growth sustain in this high-20s to low-30s range, you know, when you look at the Brazil market entry, Argentina expansion, and VAS growth opportunities?
Frank Bisignano:
Yes, hey, thanks David. You know, we've been focused on all of those for quite some time, and we treat unveiling new product, new initiatives, new market, while continuing to, you know, draw on the embedded business we have generating new merchants, right? So, you know, our basic philosophy is increase the number of merchants we have, be able to deliver more products to merchants, and then go into the areas that we haven't been before. So we feel very, very good about what we laid out a couple of years ago and what we talked about in November. You can see the traction here, which is kind of above what the CAGR needed to be, but you should expect us to be all cylinders on Clover, as we have a bunch of other parts about company also, I would have to say. Thank you.
Operator:
Thank you. Our next question comes from Tien-Tsin Huang from JPMorgan. Please go ahead.
Tien-Tsin Huang:
Thanks so much. Good morning. Just the increase here in the operating margin, how much of that 25 bps is from favorable mix versus other surprises, maybe the term fee and processing, and the Argentine, of course, is always a factor there. Just curious on the increase, and then any call-outs for the second quarter or the second-half with respect to the margin? Thanks.
Bob Hau:
Yes, Tien-Tsin, it’s Bob, good morning. I think overall the 25 basis points that you're describing our full-year outlook, moving from previously at least 100 basis points, margin expansion to now more than 125 is really driven by continued volume leverage, strong growth in the overall company, as well as continued progress on productivity. The termination fee in the processing is relatively small in the grand scheme. Obviously, it matters a bit in the processing line for this quarter, but in terms of the overall company's margin improvement, it really is continued volume leverage and a focus on productivity.
Frank Bisignano:
Yes, and I’d just add, you know, when we think about running this company, our investment in technology is really around new product development, improved service, and the ability to deliver the next dollar of revenue at a better incremental cost by investing in productivity. So that will be for the rest of our lives. An AI and those type of items just allow us to do more of it. We're at the tip of that, but you know we can see our way very clearly this year. Q - Tien-Tsin Huang Nice color. Thank you.
Operator:
Next we'll go to the line of Dave Koning from Baird. Please go ahead.
Dave Koning:
Yes, hey guys, great job again. And maybe just on the financial segment, digital slowed a bit this quarter. I think it was 5% or 7% to 8% the last few quarters. Wondering just about that and if Reg II, if you've kind of fully benefited from that or if that still has incremental room to benefit and accelerate growth in that part?
Bob Hau:
Yes, David, good morning. On the Reg II, I'd say that there's still probably more opportunity ahead than what we've seen. It remains to truly be seeing what that means. We're seeing good uptick in our network business, whether that's really driven by Reg II or just continued progress in our debit business, I think it's just more continued progress. In terms of a slowdown, I wouldn't read anything into it other than quarterly fluctuations and a tough comp against Q1 prior year.
Dave Koning:
Got it. Thanks. And if I can just do one more quick. SMB grew so fast 45%. Clover grew 30%. So non-Clover is actually growing faster, which I assume is just Argentina. But maybe how is non-Argentina, non-Clover doing, and is there room for that to keep growing well too?
Bob Hau:
Non-Argentina, non-Clover. I'll have to pull up my Venn diagrams here. You know, obviously tongue in cheek there. Bottom line is we're seeing good growth, obviously, across the entire SMB business. That small business certainly has good growth from Clover, and you saw the 30% growth in Clover. We continue to see real opportunity there. On the non-Clover side, there's certainly impact from Argentina. There's a small piece of Clover Argentina there, but the 30% growth is really heavily driven by the United States growth there. On the overall segments, you heard us talk in the prepared remarks about the Argentine impact from organic growth. We continue to see that easing later into the year. It was a bit lower than what we expected in the first quarter, i.e., inflation and interest eased a little bit faster than we anticipated. In previous, in the last earnings call, we indicated we expect about a 14% impact from Argentina for the full-year in the merchant business. Q1 came in a little bit above that. We expect that to ease into later part of the year. That certainly impacts the non-Clover business. But overall, non-Clover is growing quite well. And we continue to see opportunity. It's not just about adding Clover in small businesses. It's supporting them wherever they want to take merchant acquiring solutions. The other thing I would add, and it's an impact to the first quarter that we expect to ease into the balance of the year, is in Q1, we saw the benefit of a better-than-expected lift on the use of foreign-based currency credit cards in Argentina. This is some people may have heard the term dollar turista. The Argentine government has a program sponsored by the Central Bank to encourage foreign currency denominated credit cards. And we saw that pick up in the first quarter. That is a program that the Argentine government has at their discretion to help the economy. Obviously, they're seeing the economy improve. So I would certainly not anticipate a 45% small business organic growth into the future. And we're seeing some of that kind of transitory impact this quarter.
Dave Koning:
Got it. Great job. Thanks, guys.
Frank Bisignano:
Thank you.
Operator:
Next, we'll go to the line of Timothy Chiodo from UBS. Please go ahead.
Timothy Chiodo:
Great. Thank you for taking the question. Looking at the gap between the 19% volume growth and the 30% revenue growth for Clover, you hit it pretty well I think on the VAS adding about 900 basis points. It just implies that there's a small component there from direct mix hardware and pricing as you mentioned? So I just wanted to see if you could provide some context on the path to the $4.5 billion, how we should think about those other contributors direct hardware and pricing contributing? And maybe a different way to ask it is, should we expect the volume growth to stay in this sort of high-teens range, or should we expect slightly higher turnover of volume growth?
Bob Hau:
So, a number of elements to that question. First, in order to achieve the $4.5 billion goal that we set out ahead by 2026, we need kind of a very high 20% call it 28% total Clover revenue growth. As part of that goal, we've indicated we expect VAS to achieve 27% penetration from the current quarter Q1 at 20%. So certainly a big part of it is additional VAS. And we've talked about this in the past, the secret recipe to growing Clover to $4.5 billion is actually not so secret. It's get new merchants, sell more stuff to those merchants, and grow with those merchants, and that's exactly what we see. To your point, in the current quarter, there was a big part of the overall revenue left. Certainly, the delta between revenue and volume was driven by VAS. We kind of gave the sequence in order of importance, and I think that will continue as we progress over the next couple of years as we march towards that $4.5 billion, VAS will be a big part of it. This is always priced depending on what's going on with inflation, what's going on in the market, but that's probably the third of the three important factors.
Timothy Chiodo:
Great. Thank you.
Bob Hau:
Thank you.
Operator:
Next we'll go to the line of Jason Kupferberg from Bank of America Merrill Lynch. Please go ahead.
Jason Kupferberg:
Good morning guys. I just had a two-part question on merchant. The first is just do you have the total segment volume and transaction growth for the quarter? Not sure if you're going to continue to provide that going forward? And then the second part is just on the April comments. Frank, I think you indicated actually a little bit of an uptick in April relative to Q1, which could be viewed as a bit of an upside surprise considering Easter timing and how that fell this year? So just curious which parts of merchant might have performed better so far in April versus Q1. Thank you.
Frank Bisignano:
Hey Bob take the first part, I'll take the second.
Bob Hau:
Yes, so the first part of your question is, in our prepared remarks, we gave a small business volume growth at 8% and enterprise transactions growth at 12%. Given the way we're reporting now for that Merchant Solution Segment and the three business lines. We felt that the volume for small business is the driver of revenue, and for transactions, it's enterprise. Transaction activity in small business is not a revenue driver and volume for enterprise is not a revenue driver. So we thought providing the key metrics that really are driving the business was important.
Frank Bisignano:
And just to be clear on clarity, a small tracking, a small growth, I want it. And I put it in the non-discretionary buckets. If you're thinking about where it occurred. Obviously, that's, you know, an early indicator. It's not necessarily, you know, how the whole quarter is going to play, but we always feel committed to be able to talk to you about what we see, you know, the vast amount of volume we have going throughout the -- both in the U.S. and around the world, and I consider it a small increase.
Operator:
Thank you. Next we'll go to Dan. Yes, we'll go to Dan Dolev from Mizuho. Please go ahead.
Dan Dolev:
Hey, guys. Great results. I just have a quick question on Pay Easy. Can you maybe give us some context on the conversion to Clover, you know, about roughly timing and contribution and are there any other conversions that we should be expecting? Thanks again.
Frank Bisignano:
Yes, the way -- great question. The way we think about, Pay Easy, it was a processing system that were retired and then built out both commerce hub and brought some of that volume, which already existed through Clover to the future new merchants. That was completed, migrated, multi-year project that we built out in a way that allowed us to build out Commerce Hub, that allowed us to deliver VAS into Commerce Hub and also have Pay Easy operating within our SMB base. So I feel great about closing the books on that from a conversion standpoint. And we're seeing on the enterprise side, you heard us talk about 200 Commerce Hub users and a strategic platform for us going forward.
Dan Dolev:
Great. Thank you and great results again.
Operator:
Next, we'll go to the line of Ramsey El-Assal from Barclays. Please go ahead.
Ramsey El-Assal:
Hi, thanks for taking my question this morning. I wanted to ask about M&A and what you're seeing out there. It feels like there's a little more opportunity, maybe urgency on the side of sellers in the sort of Fintech industry. What are you seeing and what's your appetite right now for doing a deal?
Frank Bisignano:
Well, you know, I don't know about urgency on sellers' parts as much as valuation and understanding what real valuations are. Now, we have a really great model, which we talked about our ability to generate cash flow, investing in our business, and the ability to deploy capital. I think we've done a very, very good job in the assets we've acquired, integrated, and grown. And so I'd say our appetite to acquire properties is always high. I mean, we're always trafficking. I think on the other hand, you know, we want to be very, very, very clear that it fits within our strategy, which I think is holding tight. It's within our structure and the ability to distribute the product to our vast client base both on the merchant side and on the FI side. You know, so, you know, I like to believe that we're always engaged and working and thinking through it. And we're highly selective to make sure we're using our shareholders' dollars as appropriately as possible. And I think we've got a pretty darn good track record in that so far.
Bob Hau:
Ramsey, I think I'll carry your analogy one step further in terms of the question on appetite. If appetite's good, it's strong appetite, but we're not hungry. So, you know, you go to the shopping mall or to the grocery store, when you're hungry you buy a lot of stuff. You get home and you realize you didn't need all that stuff. We're certainly seeing a lot of activity, but we're not hungry. And while we have tremendous capacity on our balance sheet and could do deals, we're making sure that what we see is of good value and brings value to our shareholders before we go ahead and strike on it.
Ramsey El-Assal:
Fantastic. Thanks.
Bob Hau:
Thanks, Ramsey.
Operator:
Next, we'll go to the line of Christopher Kennedy from William Blair. Please go ahead.
Christopher Kennedy:
Good morning. Thanks for taking the question. So we have good targets for the value-added solutions for Clover. Is there a way to think about the opportunity for some of the other operating systems such as Carat, DNA, Finxact, or Optus?
Frank Bisignano:
Well, I think it’s a -- we have not articulated goals around them, but they're clearly embedded in our guide and the things we think about our growth rates, right? I think what we think about, even at a more broader standpoint, is what those are, right? And you could go across the board from our fraud integration products like advanced defense to how even we bring in cash flow central. You heard us talk about that and that really hangs both in the SMB space through our own distribution and then, you know, obviously attached to a banking product. I think, you know, over time we probably should come back with a better clarity around some of it. Having said that, we've been selling value-added services to our clients, we've sold a gift product into our enterprise for a long time. We've sold different forms of data and information to them. So I think really the way we look at it at the large macro level in the enterprise is really that you can go back to the circle that we used to have about, we're going to sell a core, but really all the revenue comes when growth comes from debit, credit, right? Digital, and in their own right, those are value-added services hanging off the core. The same is true in our enterprise business and merchant. So I think in reality, when you look at how we report, we are reporting, you know, our economics and some of those actually value-added services and business lines also. So, you know, I'll go think about it a little more, but I think, you know, it's encompassed in the economics and how we show our business lines.
Christopher Kennedy:
Thank you.
Operator:
Next we'll go to -- yes next we’ll go to the Jamie Friedman from Susquehanna. Please go ahead.
Jamie Friedman:
Hi. Good morning. And I wanted to mention I appreciate the incremental disclosures. The segmentation is really helpful. I wanted to ask about government. Frank, you -- and if I mess this up because the transcript is not out yet, but I thought you said it's a $500 million category. Again, I apologize if I heard that wrong. But what I wanted to ask is, is it correct that, that rolls into the financial solutions segment? And if possible if you could unpack like where in there, like is it issuing specifically? And generally, how are you going to market with government? Thank you.
Frank Bisignano:
Good. So why don't I start with how are we going to government, how are we going to market in government? We've been focused on government as a very large vertical calling and that is everywhere from state and local to federal. And so we have a team and their sole job is government, right? And the traffic in the transactions, you've even been hurt. And you know, our thought was always, it transcends the org. That's why we have dedicated client sales force to it because, you know, at times we have opportunities to bid on merchant acquiring. At times you heard us talk about delivering FinXact. You know, the government is we called out the $0.5 because it demonstrated where we started, which was very, very small to the growth, but it transcends both segments. And on any given day, almost any one of our products can play in the government space, right? You know, so I don't know if that answers your question, but I think about it as dedicated coverage model, right? Transcending the businesses, and it can be anywhere from our core Finxact, which we just delivered to money network to merchant acquiring and we really love this segment, vertical, however you want to think about it. And we have a great, great team that knows how to cover government, and we've been very fortunate in that win.
Jamie Friedman:
Great. Thanks for the call.
Operator:
Thank you. And our final question will come from James Faucette from Morgan Stanley. Please go ahead.
James Faucette:
Great. Thank you very much. I'm wondering if we can help us understand not only where you're seeing success with Clover in the market competitively, but how you're thinking about continuing to improve its positioning in the market. I mean, it seems like value-added services is a key part of that, but are there other things or aspects we should be thinking about and love to get your sense of what your win rates, if you have any idea of that, versus other competitors in the market? Thank you very much.
Frank Bisignano:
Well, I try to be as clear as possible on this, Clover covers the whole SMB market and expands a little further, because you've heard about the 1,000s of Clovers we delivered in the quarter to venues, right? You know, it's a 30% grower today. We have talked very hard and have worked to do to finish the swing on restaurant, but feel very, very clear about our ability there. You know, you'll see us go deeper in professional services and in retail. Remember, it's a horizontal platform that we brought vertical expertise to. And then, you know, we have great demand outside the U.S., as you heard us talk about, along with the ability to continue to distribute through our channels like more in our ISV channel. So I think it spans the landscape of SMB. Obviously, our growth, which is through new business acquisition, has demonstrated at the 30% mark. And, you know, it's an open platform that we continue to add more software to. And so when you put that all together and where we started with, I like to remind us inside the house and outside the house that we were seven engineers and three patents and now you know we have more than a 1,000 software engineers across the world operating on it [Technical Difficulty] so we're going to complete rolling and so commensal across the world.
James Faucette:
That’s great. Thank you.
Frank Bisignano:
Good. And I'd like to thank everyone for their attention today. Please reach out to our IR team with any further questions, and have a great day. Thank you.
Operator:
Thank you all for participating in the Fiserv first quarter 2024 earnings conference call. That concludes today's call. Please disconnect at this time and have a great rest of your day.
Operator:
Welcome to the Fiserv Fourth Quarter 2023 Earnings Conference Call. All participants will be in a listen-only mode until the question-and-answer session begins following the presentation. As a reminder, today’s call is being recorded. At this time, I will turn the call over to Julie Chariell, Senior Vice President of Investor Relations at Fiserv.
Julie Chariell:
Thank you, and good morning. With me on the call today are Frank Bisignano, our Chairman, President and Chief Executive Officer; and Bob Hau, our Chief Financial Officer. Our earnings release and supplemental materials for the quarter and full year are available on the Investor Relations section of fiserv.com. Please refer to these materials for an explanation of the non-GAAP financial measures discussed on this call, along with the reconciliation of those measures to the nearest applicable GAAP measures. Unless otherwise stated, performance references are year-over-year comparisons. Our remarks today will include forward-looking statements about, among other matters, expected operating and financial results and strategic initiatives. Forward-looking statements may differ materially from actual results and are subject to a number of risks and uncertainties. You should refer to our earnings release for a discussion of these risk factors. And now over to Frank.
Frank Bisignano:
Thank you, Julie, and thank you all for joining us today to discuss another double-digit growth year for Fiserv in both organic revenue and adjusted earnings per share. In 2023, we continue to demonstrate our leadership as proven by our financial performance. 12% organic revenue growth, more than 200 basis points of adjusted operating margin expansion, 16% growth in adjusted earnings per share, $4 billion of free cash flow and $4.7 billion return to our shareholders through share repurchase. These results are possible because Fiserv possesses a set of assets that's unparalleled in our industry. From our vast and diverse client base, product portfolio and distribution network, to technology and capital resources, to a deep bench empowered with strategic vision and operational excellence. This combination of assets is how we plan to sustain strong performance. A fundamental aspect of our culture is that we are not satisfied and we continue to push for more. We know that great opportunity remains for continued revenue growth and improved productivity. We laid out several growth strategies at our investor conference in November and we are executing on those every day. At the same time, we continue to identify ways to drive further productivity. Five years ago, we announced the plan to merge First Data in Fiserv. Today, we are a 4.5 year-old company with a 38-year track record of double digit adjusted earnings per share growth. Under our new structure, half of our company, Merchant Solutions, is a leader in the high growth payments market where SMBs and enterprises are embracing the benefits of an operating system with seamless integration of value-added solutions. The other half, financial solutions is a leader in the high recurring revenue financial IT software and services market, helping small and medium sized financial institutions level the playing field with larger banks and helping larger banks migrate to next generation technology. This combination of growth and consistency has served us well. And our business model is even more compelling at the intersection of these two businesses. We continue to see strong opportunity to cross sell and integrate merchant and financial solutions to help financial institutions better serve their merchant customers and enable merchants to retain customers with new financial services offerings. Fiserv is unique in its positioning at the center of these two important ecosystems. Let's take a step back and review our 2023 results. They highlight another important aspect of our culture, delivering on our commitments. In late 2020, we set formidable financial and operational targets for the subsequent three years. We delivered on those and more. For 2023, we started with organic revenue growth guidance of 7% to 9% and delivered 12%. We started with a goal of at least 125 basis points of adjusted operating margin improvement and delivered 220 basis points. And we started with adjusted EPS guidance of $7.25 to $7.40 or 12 to 14% growth. And we delivered $7.52 or 16% growth. In the fourth quarter, we achieved organic revenue growth of 12% and adjusted operating margin of 40.7% up 150 basis points from fourth quarter 2022, which itself was an exceptionally strong quarter. Our adjusted earnings per share of $2.19 was ahead of expectations on the strength of our merchant revenue and payments margin. Free cash flow was also very strong at $1.3 billion. And we repurchased 8.6 million shares, ending the year with 5% fewer average diluted shares outstanding than last year. Our Merchant Acceptance segment generated organic revenue growth of 24% and 19% in the quarter and full year, respectively, exceeding our expectations at the start of the year. Clover revenue growth accelerated 30% in the quarter as SMBs remained healthy and restaurants in particular continuing to outperform. Our distribution partners globally continued to embrace our platform. Value-added solutions revenue grew more than 40% in 2023 to end the year at a 19% penetration rate. Carat's revenue growth rebounded to 11% in the quarter or 15%, excluding the client that took processing in-house mid last year. Growth was driven by the ramp of recent wins by key clients, which has continued into this year. We expanded our global acquiring capability by adding India's UPI and Japan's JCB as payment methods for clients in more than 35 markets. In the energy sector, we complemented our leadership position with a new deal to provide seamless unattended payment experiences for drivers using one of the country's largest networks of charging stations. Outside the U.S., we were pleased to have signed several new deals in EMEA during Q4 and into January. They included a major new merchant acquiring relationship with a leading apparel and equipment retailer and a renewal and extension of business with a leading QSR. Additionally, our Vert joint venture with Deutsche Bank is now beginning to hit its stride with accelerated Clover merchant sign-ups. In Asia-Pac, we signed a new merchant acquiring deal with Vistara, a domestic airline in India and went live with more payout options for consumers in the region. In Latin America, we continue to ramp up merchant acquiring in Brazil for CaixaBank, along with payment acceptance at its BillPay outlets. We've laid the groundwork to support more fee-based PIX transactions for our merchant clients with the acquisition of SLED in Q4. SLED is a software solutions company that will allow Fiserv to operate as a direct payment service provider, expanding our reach into the full PIX instant payments universe. In April, we will be rolling out Clover, which we expect to further advance our leading position in Brazil. In Argentina, we're building on our 4-year Clover lead with acceleration in new merchant growth. With more Clover merchants engaging in more anticipation activity, our growth in Argentina continues beyond the macro factors of high inflation and interest rates. The payment segment achieved the top end of its medium-term guidance range with 4% organic revenue growth in the quarter and 8% for the year. We added nearly 20 large e-commerce merchants to our debit network, STAR and Accel, in the wake of Reg II, including eBay and HelloFresh in Q4 and Uber, Lyft and others earlier in the year. Several of these are new clients to Fiserv. In 2023, we signed well over 200 of our financial institution clients to our NOW Network to expand their payment routes to include FedNow for real-time payments. In BillPay, the bill and directory behind our market-leading consumer BillPay business is proving valuable in the SMB space as we complete the build-out of our new small business accounts receivable and payable offering, cash flow essential. We won our first client in the fourth quarter, Washington Federal Bank, with $23 billion in assets. And just last week, Fiserv expanded its long-standing digital money movement relationship with U.S. Bank to now include cash flow essential. These two important wins came just a few months after formally announcing the product. The pipeline is growing rapidly with strong interest and demand from financial institutions, including many of the largest. At our investor conference, we talked about value-added solutions and new verticals in our issuing business. We made significant progress on both during 2023 and early Q1. One of our value-added services, an AI-based fraud prevention tool called Advanced Defense, grew volume nearly 5x over 2022. Now, Synchrony is in the process of upgrading to Advanced Defense across its portfolio of more than 70 million accounts. We're excited to be rolling out the California Employment Development Department plan for our Money Network prepaid cards. This largest-of-its-kind state program for unemployment and other benefits will go live later this month. We have a pipeline of other opportunities in the government sector to deliver on our strategy to grow in this vertical. This also extends to healthcare, where we converted a significant portion of Health Equity's card portfolio onto our platform in the fourth quarter, with the remainder scheduled for later this year. In EMEA, we signed our first global OpenFX issuer deal with Absa, one of Africa's largest diversified financial services groups. This new currency solution enables issuers to take control of their FX, mitigate FX exposure and bring more value to their cardholders. With Truworths, one of the leading retailers in South Africa, we upgraded to a VisionPLUS license, attaching more value-added solutions. In Asia-Pac, we added a new India issuer processing client, Equitas Small Finance Bank. They will launch their retail and corporate card programs using our FirstVision India processing hub, with a full-stack offering that includes UPI, loyalty, offers, and real-time fraud management. The FinTech segment recorded a 1% decline in organic revenue for the quarter and a 2% increase for the full year. Organic growth excluding periodic revenue for the year was 4%. While we knew we had a very difficult comparison with high periodic revenue in Q4 '22, we had visibility to achieve our growth goal. In large part from the level of client engagement we saw at Forum, our client conference in June. And those discussions continued. Separately, the pace of new core wins remains healthy at 12 in Q4, and clients are demonstrating two important trends. First, they are migrating from one Fiserv core operating system to another. A positive sign that they are finding the answers to their changing needs right here within the Fiserv portfolio. Second, while M&A activity among financial institutions slowed in 2023, we believe that M&A activity is good for us, as we can compete at any level with any institution without platforms and it creates an opportunity to provide more services to the combined institution. Prosperity Bank, a Texas-based regional bank with $38.5 billion in assets, decided in Q4 to migrate to our cloud-enabled DNA platform and signed up for our CardHub value-added solution. Old National Bank, a $49 billion bank in Indiana, is a core system client that has been growing with us as it has been making acquisitions. And we continue to grow our relationship with Old National in the fourth quarter with the addition of debit processing, Accel, CardHub, and other value-added solutions. These are also two examples of our financial technology segment clients buying our value-added solutions in the payment segment. This ongoing trend of clients buying services across these two segments is a key reason why we are creating a single new segment, Financial Solutions. Turning to the outlook for 2024, we expect total company organic revenue growth of 15% to 17%, inclusive of an estimated 7 points of growth from excess revenue in Argentina, driven by significantly higher inflation and interest in the Argentina merchant business, following the government's steep peso devaluation in mid-December. We expect continued margin improvement in 2024 with at least 100 basis points of adjusted operating margin expansion. And adjusted earnings per share should grow 14% to 16%, reaching $8.55 to $8.70. This adjusted EPS growth outlook is in the middle of the range we provided at our investor conference in November, and it's meant to be a prudent reflection of the macroeconomic outlook. Economist consensus calls for U.S. personal consumption growth and consumer savings to be lower in 2024, creating a modest headwind to the merchant business. Against a potentially softer backdrop, we remain confident in our ability to grow Clover and Carat as we add more merchants, sell more to existing clients and add to our portfolio and penetration of value-added solutions. Our discussions with banks and credit unions indicate that they remain poised to spend to retain and grow deposits. We are meeting their changing needs every day with our operating system approach that offers the most integrated platforms and broadest suite of value-added solutions in the business. We are encouraged by our newest financial solutions initiatives in SMB payments with Cashflow Central, our new integrated digital banking platform experience digital and the power of Finxact to win over larger banks and existing clients. We expect all of these to ramp over the course of 2024 and set the stage for stronger growth in subsequent years. To summarize, our outlook for 2024 is positive as we anticipate another year of double-digit organic revenue growth and adjusted earnings per share as well as strong adjusted operating margin expansion. Our optimism for sustained growth level is tempered only by the economic backdrop of modestly slower GDP growth and geopolitical tensions. We remain confident in our ability to control our growth trajectory at the top and bottom lines through our strong positioning, innovation, good stewardship of capital and plain hard work. We rely on our resilient business model with its diverse client mix serving non-discretionary spending categories and our high recurring revenue to continue investing at a pace that supports our competitive strengths. For more details on our financial results, I'll pass the discussion on to Bob.
Robert Hau:
Thank you, Frank, and good morning, everyone. If you’re following along on our slides, I'll additional cover details on total company and segment performance, starting with our financial metrics and trends on Slide 4. Fourth quarter and full year results reflected our focus on delivering on our commitments with momentum across the business. Total company organic revenue growth was 12% in the quarter with ongoing strength in our Merchant Acceptance and payments and network segments, offset by a decline in the Fintech segment against a very difficult compare. For the full year, total company organic revenue also grew 12% ahead of the guidance we provided in October and November. This performance was led by the Merchant Acceptance segment, which grew 19%. Fourth quarter total company adjusted revenue grew 6% to $4.6 billion and adjusted operating income grew 10% to $1.9 billion, resulting in an adjusted operating margin of 40.7%, an increase of 150 basis points versus the prior year and a sequential improvement of 260 basis points. The 40.7% represents a post-merger high for Fiserv. Our fourth quarter performance brought the full year adjusted operating margin to 37.3%, an increase of 220 basis points over 2022. Fourth quarter adjusted earnings per share increased 15% to $2.19 compared to $1.91 in the prior year. Full year adjusted earnings per share increased 16% to $7.52. Those adjusted EPS results do not include $0.12 per share in expense relating to the significant devaluation of the Argentine peso as part of the government reform package on December 12 last year. This one-day move led to a non-operating, non-cash foreign exchange loss for the revaluation of our local balance sheet as required under GAAP rules for hyperinflation accounting. All other Argentine foreign exchange losses throughout 2023 are included in the adjusted EPS results. Free cash flow came in at $1.3 billion for the quarter and $4 billion for the full year, an increase of 14% over last year. Now looking to our segment results starting on Slide 6. Organic revenue growth in the Merchant Acceptance segment was 24% in the quarter and 19% for the full year, well ahead of our previous medium-term segment guidance of 9% to 12%. This includes an 8 point benefit to the full year organic growth from the transitory revenue driven by above-average interest and inflation in Argentina. Adjusted revenue growth was 14% in the quarter and 12% for the full year. You can see from the spread between organic and adjusted revenue growth that currency headwinds from the devaluation of the Argentine peso offset the benefit of the country's very high inflation and interest for the full year in adjusted revenue. Global merchant volume and transactions in the quarter grew 5% and 8%, excluding wholesale processing respectively. Clover revenue grew 30% in the fourth quarter, an annualized payment volume growth of 17%. For the full year, Clover revenue was up 25%. The spread between revenue and volume growth comes from higher penetration of value-added solutions, channel mix shifts and some pricing. VAS penetration reached 19% in Q4, up from 16% in the year-ago period and on pace to meet our 27% target by 2026. Carat also had a strong quarter with revenue growing 11%. For the year, Carat revenue grew 9%, excluding the loss of a Latin American processing client that moved in-house. Revenue growth was 15% for both the quarter and the year. Adjusted operating income in the Merchant Acceptance segment increased 26% to $819 million in the quarter, with margin up 400 basis points to 38.8%. Full year adjusted operating income improved 23% to $2.9 billion and margin grew 330 basis points to 35.1%. Over the last couple of quarters, some of you have noted that our revenue includes anticipation in LatAm, but the cost of that anticipation interest is not included in operating margin, as it is reported as interest expense below the operating income line on the income statement. If we were to take that interest from anticipation and pro forma it back to operating income, merchant margins would still have expanded a very strong 220 basis points for the quarter and 260 basis points for the year. Looking at 2024, January's overall volume growth, excluding processing, was similar to December's pace. Difficult weather throughout large portions of the U.S. did slow volume growth for a 2-week period in mid-January, but we've seen clear improvement in volume growth since then. The Fiserv Small Business Index also points to steady spending and a healthy environment for small businesses in January. We reported the index on February 2, with a value of 138, representing year-over-year growth of 1.7% and one-tenth of 1% growth from December on a seasonally adjusted basis. The Fiserv Small Business Index measures U.S. small business activity and is not a direct indicator of Fiserv results, but rather a measure of general pace of activity and health of this key Fiserv client base. Turning to Slide 7, on the payments and network segment. Organic revenue grew 4% in the quarter. This growth was enabled by a variety of drivers across our business lines. We have well over 200 financial institutions live or implementing FedNow and saw continued strength in Zelle, with transactions and number of clients growing at 44% and 23%, respectively for the quarter. Full-year organic revenue growth of 8% was at the upper end of our medium-term outlook range of 5% to 8%. Fourth quarter adjusted operating income for the segment was up 8% to $877 million and margin was up 250 basis points to 51%, driven by operating leverage and some third-party productivity we had been working on throughout the year that came in through the fourth quarter. For the full year, adjusted operating income was up 13% to $3.2 billion and margin expanded 250 basis points to 47.8%. Moving to Slide 8, in the financial technology segment. We posted a 1% organic revenue decline for the quarter and 2% growth for the full year. Organic revenue, excluding periodic revenue, grew 4% for the full year, and client momentum continued with 12 core wins in the quarter, reaching 42 wins for the year. We had expected some strong license sales in the quarter to reach the bottom end of our full-year guidance, but in several cases, these did not materialize as clients instead chose our application service provider, or ASP model. This is where we host the software in our data centers instead of clients purchasing their own software licenses. It had the effect of lowering in-quarter revenue in Q4 and instead spreading it out as monthly payments over multiple years. Adjusted operating income was down 11% in the quarter to $303 million and flat at $1.2 billion for the year. Adjusted operating margin in the segment decreased 340 basis points to 37.9% in the quarter. Full-year margin increased 10 basis points to 36.6% with the lower periodic revenue. The corporate adjusted operating loss was $110 million in the quarter and $494 million for the full year. The adjusted effective tax rate in the quarter was 18.7% and was 19.3% for the year. We expect the 2024 adjusted effective tax rate will be approximately 20% for the full year. Total debt outstanding was $23.1 billion on December 31st. The debt to adjusted EBITDA ratio dropped another tenth of a turn to 2.7 times within our target leverage range. We have approximately 10% of our debt in variable rate instruments. During the quarter, we repurchased 8.6 million shares for $1 billion, bringing our total 2023 share repurchase to $4.7 billion and nearly $10 billion in the last three years. The diluted average share count fell 5% from 2022 levels. We have 52 million shares remaining authorized for share repurchase at the end of the quarter. Our longstanding capital allocation strategy will continue in 2024, defined by a strong balance sheet, share repurchases and complementary and innovative acquisitions. Turning to Slide 9. As Frank said earlier, we expect organic revenue growth of 15% to 17%, with adjusted operating margin expansion of more than 100 basis points. This translates to adjusted earnings per share of $8.55 to $8.70 or 14% to 16% growth over 2023 and would represent our 39th consecutive year of double-digit adjusted EPS growth. In Merchant Solutions, we anticipate organic revenue growth in the 25% to 28% range, including 14 percentage points of transitory revenue growth in Argentina. This is higher than the outlook given at our investor conference in November due to the effects of the steep devaluation of the Argentine peso mid-December. For Financial Solutions, we continue to expect 5% to 7% organic revenue growth this year. We continue to estimate approximately $4.5 billion of free cash flow for 2024. In the second half of 2023, we launched a new initiative to purchase green tax credits where we buy tax credits at a discount from companies who earned but cannot use them. This reduces the net cash tax paid and in many cases defers the cash payment by a quarter or two. A recent new rule codified this practice for 10 years, so we expect to continue to benefit from it. This will bring more variability to our quarterly cash flows. In 2024, there will be a headwind in the first quarter and first half when we paid for the credits and a tailwind in the second half when some of the tax refunds are received. While we do anticipate some shifts in timing, we continue to expect full year free cash flow of approximately $4.5 billion. With that, let me turn the call back to Frank for some closing remarks.
Frank Bisignano:
Thanks, Bob. I'd like to spend a few minutes highlighting Fiserv's commitment to corporate social responsibility, which we align with business operations and employee engagement to maximize impact. Our next CSR report will be published in the second quarter and will demonstrate continued development of our employee resource groups, the Fiserv Cares Foundation, and our back-to-business program that awards grants to small businesses. To better serve our minority depository institution clients and their communities, we formed an MDI Advisory Council, which includes eight clients and other members. The council in part of our efforts to better collaborate and deliver value through our MDI clients and the communities they serve. Institutional Investor recognized Fiserv for its CSR efforts as the top ESG performer in the payments, processing and IT services sector, a first for the company. Our programmatic efforts earned recognition from prestigious indices like Bloomberg's Gender-Equality Index and the Human Rights Campaign's Equality Index. We also ranked number 1 on the Military Times Best for Vets Employers list. And just last week, we were named one of Fortune's World's Most Admired Companies for 2024, marking the 9th time in 10 years that we received this honorable distinction. While we scored highly in many categories, among the highest was innovation. We are particularly proud of this category recognition as well as other standouts for people leadership, product and service quality, global competitiveness and long-term investment value. As we look ahead to what's coming in 2024, the ongoing advancement of AI is not driven solely by the expanding capabilities of technology but also by the underlying proliferation of data to feed that generative engine. For Fiserv, our data and AI-powered intelligence put us on a path to be an effective user and enabler of AI. We're in the early innings of using it to optimize our own operations and deliver actionable insights for our clients as well with significant benefits to come in quality, productivity and growth. Fiserv already manages one of the most valuable information stores in the industry and we start from a position of strength based simply on the sheer amount of data that runs through our systems each year. Over $4 trillion of payment volume globally across more than six million merchant locations, plus 1.6 billion card accounts on file, 325 million deposit loan accounts and 20 million BillPay users across nearly 10,000 financial institutions. The power of our data fueling AI applications is already helping us throughout our business in areas such as enhanced customer service, analytics on the Clover and Carat dashboards and fraud mitigation tools. Let me share with you three ways we are turning data into an increasingly potent AI asset. First, we're creating better service and insights for our clients by helping them harness data in actionable ways. As an example, 85% of technical service calls were resolved unassisted through the use of data and AI with high client satisfaction rates. Additionally, over the last year, more than two million of the highest-level technical support inquiries resolved online through AI assisted learning. Second, we're embedding our data and AI capabilities into value-added solutions such as Advance Defense being used to combat fraud and other security risks. And third, we're packaging our rich data assets to build next-gen products. Earlier this year, for instance, we launched the Fiserv Small Business Index, a real-time assessment of consumer spending at SMBs published monthly, enabling new valuable insights for financial institutions, policymakers, investors and businesses of all sizes. Bob discussed, the results of our January index, which we released on February 2, making it an extremely timely measure of the current environment. As Bob and I like to say, intellectual honesty with analytical rigor is, how we run the company. Data is the enabler for us to apply this in all that we do, serving our clients, choosing our partners, assessing our competition, prioritizing our investments, understanding our performance, and communicating it to investors. With the many assets, I discussed on this call, including our data, along with our dedicated associates worldwide, adopting as fundamental practice of intellectual honesty with analytical rigor, I'm confident that Fiserv will continue to extend its reach, and sustain our leadership through 2024 and beyond. With that, operator, please open the line for questions.
Operator:
Thank you. [Operator Instructions] For our first question, we'll go to the line of David Togut from Evercore ISI. Please go ahead.
David Togut:
Thank you. Good morning. Good to see the continued acceleration of Clover growth. I'll ask my question in the follow-up, both upfront. So first is a 4 PPT increase in the organic revenue growth guide for 2024, it looks like about three points of that relate specifically to an increase in Argentina inflation. So if that's correct, could you walk through how your operating organic revenue growth assumptions, have changed by segment versus the initial guide - at the November Investor Day? Thanks.
Robert Hau:
Yes, David, good morning. And your assessment is right on the mark. The total company organic revenue growth went up from back in November. We said 11% to 13%. We now expect 15% to 17%. We previously indicated the impact, the favorable impact of higher than normal interest and inflation in Argentina, would drive about six points of growth, to the Merchant segment, or about three points to the total company. We now expect that excess inflation and interest, is about seven points of growth, to the total company. So essentially, the growth - the increase in organic revenue growth, is really attributed, to higher inflation and interest expense, out of Argentina. The underlying, "more normal organic growth" of the Merchant segment and of the company remain consistent with what we expected and saw back in November. The other element, of course, as we talked about in November is, there is a natural counterbalance in our adjusted revenue, and in our income statement that higher excess inflation and interest rate, also drives a higher currency variation, or FX headwind. And that also increased about four points from the November. So net, our adjusted revenue, our EPS, our operating margins, very consistent, isolating out just that Argentina impact.
David Togut:
Thanks for that. And then just a quick follow-up. What are your expectations for Clover revenue growth in 2024? Would you expect continued acceleration? And then if so, any call-outs? I know, Frank, you mentioned Brazil rollout in April?
Robert Hau:
Yes. From a Clover standpoint, you saw the acceleration of revenue in the fourth quarter to 30%. We've talked quite a bit about the Clover growth rate, accelerating into our Investor Day commitment. Actually, both back in our March of 2022 call-out where we really focused in on Clover overall, where we gave an outlook to 2025. We updated that back in November to 2026. So adding another year of our outlook, we continue to believe, obviously, that we'll deliver against that $10 billion for the total company and $3.5 billion for Clover in 2025. And then $4.5 billion for Clover in 2026. We feel good about the trajectory. I wouldn't suggest that we're going to get 30% every single quarter, but there's a lot of elements that are driving that growth, and we feel good about the overall trajectory.
Frank Bisignano:
I would just say, we talked about Brazil. We've worked on that for a long time. You should expect us, to have further country rollouts. You heard us talk about - the Deutsche Bank JV Vert, which has begun to hit some strides and getting traction. You've always heard us talk about beginning to proliferate the ISV channel, and that fundamentally, there was nothing about our back book in that set of numbers, either of course we have done natural 90% new ad and some back book that just converts centrally. And I also would highlight the pen rate, is the number we talked about. We definitely were about growing ARPU, and you see that pen rate up at 19%, which kind of tracks exactly we'll be laying out to the path we believe we're on. So Clover continues to do its job. The distribution networks we have are unparalleled, and we're bringing more function into it, and more geography into it so David.
David Togut:
Thanks so much.
Operator:
Next, we'll go to the line of Tien-Tsin Huang from JPMorgan. Please go ahead.
Tien-Tsin Huang:
Hi, thanks. Wanted to follow-on with David's question just on the merchant side with volume and transaction growth. The spread there is really still quite favorable, both total and with Clover. So looking out, should we expect some kind of cyclical mean reversion with that, tightening plus under this value-added services promotions, and you mentioned pricing as well. So, what can we assume there since we're all trying to do the benchmarking exercise? Thanks.
Robert Hau:
Yes, Tien-Tsin. I think certainly, we've continued to see that spread, between volume and revenue, and it's something that is actually part of our strategic plan to grow to that $3.5 billion and $4.5 billion in Clover and $10 billion to $12 billion for merchant by '25 and '26. I think ultimately what it comes down to is, as we continue to sell more software, more value-added services more additional capabilities, to our merchants. You're going to see revenue grow faster than volume. The spread will ebb and flow across different quarters, but we continue to see good opportunity to sell value-added services. That penetration reached 19% in the quarter, up about three, four points from a year ago, as we march towards the 27% by 2026. You'll continue to see great revenue growth overall. And certainly, there's the channel mix, more direct and ISV relative to where we are today, and that will continue to benefit that.
Tien-Tsin Huang:
Right, right more retail stuff, that's good. Glad to hear revenue faster than volume. Just my quick follow-up, then just I mean Frank and Bob you both talked about a lot of good wins, across all the lines here. Just thinking about the outlook for new deal activity in 2024, should we expect, or do you see a lot of large deals, or is it more of a cross-selling wins with some of the new products? What do you see for this coming year here? Thank you.
Frank Bisignano:
Well I mean, I think it's all of the above. I mean, I suppose you might be also referring to those CashFlow Central wins we talked about, new product rollout, tremendous opportunity there. It's another area where we're helping out banks generate revenue, deliver better technology products, to their client base. And then we also believe that we have a lot of cross-sell opportunity, but we have a very large pipeline of just play on new wins. And you should expect us, to continue doing what we've been doing. And our expectation is we'll always do more.
Robert Hau:
And Tien-Tsin, the term cross-sell, is obviously something we use internally quite a bit. We talked to you folks about, ultimately, we have a very wide swath of clients. The U.S. bank deal that we announced this morning on CashFlow Central, that's a big transaction with a large bank, but it's a cross-sell. They are a large client of ours. They currently use CheckFree for their consumers. They'll now expand to CashFlow Central, for their businesses and merchants. And so, we'll continue to see lots of opportunities. It'll sometimes be, "new logos", but also selling additional capabilities to our existing client base.
Tien-Tsin Huang:
Good, good, Thank you.
Operator:
Next, we'll go to the line of Darrin Peller from Wolfe Research. Please go ahead.
Darrin Peller:
Guys, thanks. It's great to see the merchant strength. I do want to touch on a couple of the other segments real quickly. And on the Fintech side, just to start, I know you expected tough comps, and you obviously called out the software license sales, to the ASP side impacting revenues. When we think about, what that means in terms of spreading out revenues, across a period of time now, in terms of more recurring revenues, maybe just help us understand your anticipation, for that segment again. I know you had initially raised the combined Payments in Fintech outlook a little bit when you had your Investor Day. So is that still on track? And if you could just revisit the drivers giving you confidence, really in both segments.
Robert Hau:
Yes, Darrin, good morning. So a couple of things. One, when we sign a license deal, typically that's a three or five-year license. You get a large license transaction. December is always a pretty high month for license activity, and you get ongoing maintenance, but license is certainly the big chunk. When you convert, or when a client instead goes to an ASP contract, you book that over the five-year period every single month. On a per account basis, or per transaction per user basis, depending on the product, and depending on the client contracting. We feel good. Ultimately, that's actually a better economic transaction for us. So, we like that transition. If you look at 2023's results and you combine the two bank and credit union facing segments, Fintech and payments and network, we did about 6% organic growth on a combined basis. If you look at our outlook for 2024, we reiterated what we said back in November. We expect that combined segment or the new segment financial solutions, which is largely a combination of the existing Fintech and payment, to be in that 5% to 7% range. And actually accelerate into 2025 and beyond up to 6% to 8%. So feel good about the overall growth of that business. The product portfolio, adding things like CashFlow Central, selling more payment solutions, benefits of Fintech as that goes live and gets deeper into the marketplace. We feel good about overall, our ability to continue to grow our capability selling into the banks and credit unions.
Darrin Peller:
Okay. That's helpful. And then just quick follow-up on the merchant side again. Frank, you've talked a lot about the VAS side having a big penetration opportunity up to the mid-20% plus range. I think you had a nice jump this quarter. So, maybe just touch on what drove that, combined with - if you think you have the right assets now, or there's a lot more chatter over potential for tuck-in's and M&A again this year as rates may change. So anything on the horizon for you guys? Thanks guys.
Frank Bisignano:
Yes. I mean, we really do like our hands across the Board in the company. You've seen us add things like Fintech, which I think really compliments our ability to compete anywhere, anyhow, along with DNA, which has really proved itself. If you go to a merchant business, we're still largely focused on building out more verticals. That would be retail and services and continuing to complement, what we're doing in Bento. I think - our software stack is strong and we're continuing to add functionality to it. We think our pen rate will continue, to do what we've forecasted. Obviously, we're always looking at opportunities to invest, as a minority investor and you've seen us do that and things like Bento and Fintech and others. Ondot, which ended up being in more than a thousand institutions, tagged to our mobility product to - give an unbelievable experience to a thousand banks. So I think we feel good about our hand. We're always looking at can we add software functionality, and you should expect us to continue, to be great stewards of capital deployment, as I hope you all feel we have been.
Darrin Peller:
Thanks, guys.
Operator:
Next, we'll go to the line from Timothy Chiodo from UBS. Please go ahead.
Timothy Chiodo:
Thanks a lot for taking the question. You mentioned in the prepared remarks a little bit of channel mix shift for Clover. I was hoping you could provide some directional color broad strokes across the 2023 cohort, of new merchants, or volume that came on to Clover, whether it be just kind of order of magnitude across direct sales, bank partners, whether they be JV or non-JV. And then of course, wholesale and retail ISO. And I ask partially, because clearly the differentiation, is partially due to the distribution here, but also so that we could get a better sense, on the portion of revenues that are, hitting adjusted revenue versus, maybe being netted out, or coming below the line in the equity income line?
Robert Hau:
Yes, I think we tried to give pretty significant transparency around, the last part of that question with "excess inflation" in interest on in Argentina. Just as a side note, our LatAm business in Argentina business is a great business. Obviously, we've got this variation going on, on the "excess", but that's a tremendous business. LatAm overall growth in Clover as we bring Clover down to Brazil. We'll add Mexico later in the year. So, we feel very good about our overall capabilities there. To the first part of the question, I would say broadly we continue to expand our distribution capabilities. We have a long track record of ISO and ISV partners, bank channel partners. We have traditionally not had a big direct business. That continues to grow, but we also continue to grow pretty meaningfully in the ISV channels - with expansion of ISV capability into Clover. And having that Clover asset makes us a pretty significant partner of choice, not only for ISVs, but also the bank channels. We see growth there. As a percent of growth, our direct business, is probably growing the fastest, but a little bit of it's the smallest piece. It's the newest piece of the organization, but we're seeing good growth across the board.
Timothy Chiodo:
Excellent. Thank you for that.
Operator:
Next, we'll go to the line of Dan Dolev from Mizuho Securities. Please go ahead.
Dan Dolev:
Hi, guys. Great results here. My quick first question is on, again, back to the value-added services. Really impressive 40% growth. Can you maybe talk a little bit about the split in '23 between software and capital?
Robert Hau:
You're asking about 2023?
Dan Dolev:
Yes, the 40% growth that you mentioned in '23.
Robert Hau:
So, I wouldn't necessarily have a split for you in my fingertips. So, we can look to get that for you. And I think - I would tell you that it's been pretty consistent. Obviously, we always have a relatively large software capital software spending, given the nature of our business, and I think that remains relatively consistent.
Frank Bisignano:
Dan, were you asking, if you look at the 40%, what component was largely software and what component was Clover capital? Was that the question you're asking?
Dan Dolev:
Yes, exactly on the value-added service.
Frank Bisignano:
It's software dominated. I mean it would be, I'd call it, large majority software.
Robert Hau:
Sorry, I heard CapEx spending.
Dan Dolev:
Oh, I'm sorry, yes, it's my Israeli accent.
Frank Bisignano:
That's okay.
Dan Dolev:
No, it's really excellent.
Frank Bisignano:
That's why we got four years here.
Dan Dolev:
And then just my quick follow-up, really impressed by the opportunities in Reg II. I mean, one of the networks commented that this was drag. I would imagine this is a big benefit for Fiserv. Can you maybe talk about the size the opportunity here for STAR and Accel?
Frank Bisignano:
Well, as I continue to say, we have been committed to debit network, STAR and Accel, their strategic assets within the company. As Reg II turns into reality. You've heard us talk about nearly 20 wins. Obviously, we compete at every level. There's fabulous competition out there for these transactions. But embedded in what we're looking at is, obviously more opportunity than we had before Reg II and the fact that some of those household names that, you heard like HelloFresh or Lyft, or others give us that opportunity. So, I think it's off to a decent start. It remains to be determined over the longer haul, but we feel good about the Reg II opportunity.
Dan Dolev:
Amazing. Thank you so much.
Frank Bisignano:
Thank you.
Operator:
Next, we'll go to the line of Jason Kupferberg from Bank of America. Please go ahead.
Jason Kupferberg:
Good morning, guys. I just wanted to follow-up on the Fintech segment and the dynamic you saw there, where you switched kind of from the - or the clients wanted to switch kind of from the license model to more the recurring ASP model. Do you see this as kind of a one-off development with a handful of clients? Is this a broader trend? Just anything you can give us maybe around where that segment sits now in terms of percentage of revenue that's kind of more periodic versus recurring and what you're projecting on that front going forward?
Frank Bisignano:
Yes. I think there's a series of factors. I'd go back on the full year 4%, with non-periodic revenue. And clearly, we ultimately sign a number of transactions, but they became ASP instead of license, which we thought we had visibility license. We also like to remind everybody that fourth quarter historically, is where fourth quarter in the last month is where these things happen and going down to the wire. Like it wouldn't any software sales, as I know, having been a large buyer of software for years and jobs I have done. So, I think that - it's not necessarily a trend, but it does have clients, and we saw it last year, too, in different ways. Clients who believe that given regulatory, given cyber, giving a series of factors. The ASP model will help their P&L, and their ability to perform better than the license would have. I think it's an institution-by-institution choice. It's not the first time we've seen it. And I think a lot remains to be determined.
Jason Kupferberg:
Okay. Good color. Just on a separate note, we saw last month, Fiserv applied for a bank charter in Georgia. Can you just talk about the steps, potential time line to get that application approved, what the benefit to Fiserv would potentially be, whether that's on the cost side, or ability to provide additional solutions to merchants? Thanks.
Frank Bisignano:
Well, yes, let me bring pure clarity to what that is, because there's clearly lots of questions about why Fiserv is applying for a bank license. And obviously, before we did that, we talked to the ABA, we communicate to our clients. It's a very specific purpose license that allows for sponsorship of merchant acquiring. Historically, you needed a bank and that's within the Visa and MasterCard rules. And our ability to be able to have an institution for that sole purpose that will allow us, to be a sponsor for our own merchant acquiring in certain instances, will be valuable as we can control more of the outcome than we could before. Very specific purpose very clear to our banks. We're not competing with them. We have great bank partners, as you know, probably the largest bank portfolio in the world. When you take merchant business and all our other businesses, and where our business to help our banks grow. This ultimately supports our smaller banks, who do not have sponsorship and we can bring it. It became more, clear in the merger when we were able to cross-sell, to our community banks and others, which we would have not have that First Data that our ability them ourselves would be very valuable.
Jason Kupferberg:
Thank you, Frank.
Operator:
Thank you. Our next question comes from Dave Koning from Baird. Please go ahead.
David Koning:
Yes. Hi, guys. Great year. And I guess my question on merchant. So you guided 25% to 28% organic. And then you talked about 14% benefit from FX and inflation. So, you're down to a core of kind of 11% to 14%, do both North America and international grow in that range, which presumably is taking quite a bit of share?
Robert Hau:
Yes. So the merchant business overall, obviously, good growth. Our international regions Europe, Latin America, APAC, all growing very nicely. EMEA larger than Latin America, growing a bit slower from an organic standpoint. Broadly our North American business, very high single-digit growth rate. And obviously, the international business is growing meaningfully higher than that given the size of the business and the opportunity to continue to grow and add merchants and sell more services there also. But good business, most definitely in all four regions.
David Koning:
Got you. And just a quick follow-up. FX losses, will you not add those back again through 2024? I know Q4 seems like the anomaly, you won't add those back. And maybe how big do you expect that to be an interest expense in 2024?
Robert Hau:
Yes. So let me be - make sure we're clear. What we adjusted out was actually not fourth quarter, not December, it was December 12. It was the one day devaluation that the new President of Argentina, put into place to a - little more than a 50% deval, and it was only the impact of revaluing the balance sheet, which in most currencies stays on the balance sheet. But because Argentina is hyperinflation, or highly inflationary, the accounting rules require you to revalue the balance sheet through the income statement. We did that every day of 2022. We did it every day of 2023, with the exception of the one-time significant transact, or significant move that, we felt was really non-normal course, non-operational. So, we dialed that piece out only. All of the other 364 days went through the income statement. And in fact, were larger than what we took in that one day. We have that that will occur in 2024. Obviously, if there's other - another significant deval, we may evaluate that. We're not anticipating that. We think things are "more stabilizing" in Argentina remains to be seen. It's a unique economy. We've got some great leadership down there, that are running our Latin America business that have been through these cycles multiple times, over decades of leadership. So, we feel very good about being able to handle, the kind of ongoing normal things. This one-time one-day deval is what we dialed out.
David Koning:
Got you. Thanks, guys. Great job.
Robert Hau:
Thank you.
Operator:
And for our final question, we'll go to the line of Ashwin Shirvaikar from Citi. Please go ahead.
Ashwin Shirvaikar:
Thank you. Hi Frank, hi Bob. I guess my question is, with regards to the cadence of segment revenues and segment margins, what should we expect through the year? Because there are, I think, a couple of factors at least with regards to how, I guess, Argentina impact plays out? Does it reduce through the course of the year? And then Carat, I would imagine, much better back half of the year, because the lack of comp, tough comp, factors like that. I mean, how should we think of cadence through the course of the year?
Robert Hau:
Yes. I think, first off, broadly, across the company. I don't see a big variation from quarter-to-quarter or first half to second half. There are obviously some specific comparisons within individual segments, or individual margins. But broadly, generally in line across the board with the one nuance in our merchant acceptance business. I would expect organic revenue, to be higher in the first half of the year than in the second half of the year. Because we do anticipate, some improvement in interest rates and inflation in the second half relative, to what's going on there, as the economy deals with some of the things that the government is putting in place hopefully with their expectation that, they ease inflation and interest rates remains to be seen. But of course, that's offset by FX. So on an adjusted revenue basis, from a margin standpoint and EPS, relatively stable. The other thing I would just reiterate, we talked a bit about it in our prepared remarks. Cash flow will definitely have some variation with tailwinds in the second half of the year after some headwinds in the first half. But again, we have a good degree of confidence in the $4.5 billion for the full year.
Ashwin Shirvaikar:
Got it. And then the quick follow-up is Fiserv's small business index, I guess, how indicative is it, of the health of Fiserv's own client base? And can you comment, generally speaking, on small business health? It seemed to me like your economic assumptions call for more or less a soft landing, but I just want to clarify.
Robert Hau:
Yes. First off, the latter part, yes, I would agree. We are anticipating, I think, like the rest of the world at this point, a soft landing things seem to be on track for that. A bit softer macro environment, modestly slower GDP in 2024. The FSBI is based upon a very broad set of data that we have across our company that we then extrapolate to the entire U.S. market. So, it is not a direct indication of Fiserv activity. If there are differences in region mix of - we're very strong in restaurant. We might have more restaurants than, we do nail salons, or so we go through the NAICS codes across the country, different industry weightings, different regions. When we take our data and extrapolate it, across the U.S. So it's very much a very real-time indicator of the health of small businesses. Now relative to our performance, we're the largest merchant acquirer in the country. So, if there's variation in the FSBI, you're likely to see variation in Fiserv's results relative to some nuances of different regions, industry weightings, et cetera. But certainly, a strong FSBI indicator index would be good for us, a weaker index would be a headwind for us. We're actually quite proud of that capability not only is it using all of the data we have, by the way, including cash transactions, which obviously, don't manifest themselves in our numbers for merchant acquiring, but we have the data, and it's very real time. We're able to provide that information two days after the month ends. It's not a perfect proxy, but it's a proxy.
Ashwin Shirvaikar:
Got it. Thank you for all the information.
Robert Hau:
Thanks.
Frank Bisignano:
Well, thank you, everyone, for your attention today. Please feel free to reach out to IR team with any questions. And have a great day.
Operator:
Thank you all for participating in the Fiserv fourth quarter 2023 earnings conference call. That concludes today's call. Please disconnect at this time, and have a great rest of your day.
Operator:
Welcome to the Fiserv 2023 Third Quarter Earnings Conference Call. All participants will be in a listen-only mode until the question-and-answer session begins following the presentation. As a reminder, today’s call is being recorded at this time. At this time, I will turn the call over to Julie Chariell, Senior Vice President of Investor Relations at Fiserv.
Julie Chariell:
Thank you, and good morning. With me on the call today are Frank Bisignano, our Chairman, President and Chief Executive Officer; and Bob Hau, our Chief Financial Officer. Our earnings release and supplemental materials for the quarter are available on the Investor Relations section of fiserv.com. Please refer to these materials for an explanation of the non-GAAP financial measures discussed in this call, along with the reconciliation of those measures to the nearest applicable GAAP measures. Unless otherwise stated, performance references are year-over-year comparisons. Our remarks today will include forward-looking statements about, among other matters, expected operating and financial results and strategic initiatives. Forward-looking statements may differ materially from actual results and are subject to a number of risks and uncertainties. You should refer to our earnings release for a discussion of these risk factors. And now I’ll turn the call over to Frank.
Frank Bisignano:
Thank you, Julie, and thank you all for joining us today to discuss how Fiserv continues to deliver very strong results. For the third quarter, we posted 12% organic revenue growth with margin expansion of 290 basis points to 38.1% on an adjusted basis. These results reflect an acceleration in our Merchant Acceptance and Fintech segment organic revenue growth to 20% and 6%, respectively. While all three segments contributed to higher margin, adjusted earnings per share of $1.96 was up 20%. Cash flow was strong as well with $1.3 billion of free cash flow in the quarter and $2.7 billion year-to-date. Once again, strong quarterly results point to full year performance ahead of our prior guidance. In the closing month of 2023, market projections in consumer spending and card account growth in the U.S. point to consistency versus third quarter levels, which would mean some softening year-over-year. Macro uncertainty remains high, but we are confident in our ability to continue to add new clients, grow with and retain existing ones and expand our share of wallet with all of them. Because of this, we expect to close the year with growth similar to the year-to-date results. We also look to the more durable characteristics of our business to support our optimism. Nearly half of our volume in our Merchant business is in nondiscretionary spending categories. Approximately 85% of our financial institutions revenue is recurring. Our solutions in both areas service essential functions for our clients. Our customer base and distribution network are industry-leading. Our incremental margins are high, and our expense base benefits from technology-driven efficiencies and discretionary investment that we can adjust to match market conditions. It is these characteristics that helped us deliver 37 consecutive years of double-digit adjusted earnings per share growth, and 2023 year-to-date results point to this being our 38th year. Our strong execution across these factors leads us to raise our guidance for the remainder of the year. We now expect 2023 organic revenue growth to reach 11%, the top end of our prior range of 9% to 11%; and our adjusted operating margin to improve more than 175 basis points this year, up from our prior expectation of at least 150 basis points of expansion. With this, we are raising our full year adjusted earnings per share guidance to a new range of $7.47 to $7.52, up $0.05 at the midpoint and representing growth of 15% to 16% over 2022. We are also raising our free cash flow guidance from $3.8 billion to approximately $4 billion this year. The third quarter marked our tenth consecutive quarter of double-digit organic revenue growth, and we are focused on sustaining this momentum. Last quarter, I talked about five powerful opportunities that can help us do this. So I’ll share some proof points we achieved in the third quarter. Let’s start with Clover, our market-leading cloud-based SaaS operating system for small and medium-sized businesses. Revenue growth accelerated in the third quarter to 26% from 23% in Q2 on $272 billion in annualized payment volume, up 15%. We released a new Clover dashboard with improved user experience that expedites navigation to our top apps, including reporting and analytics. We added other features that speeds the buying process Clover.com and improved the application process for new merchant prospects. We expect this functionality to open opportunities for Clover with a long tail of merchants growing our addressable market. Value-added solutions penetration continues to grow, reaching 17% in the quarter. We see plenty of white space still ahead, including with vertical-specific solutions, horizontal value-added services and software in international markets. We’re retaining line of sight to an acceleration of revenue growth that results in $3.5 billion-plus in Clover revenue by 2025, the target laid out at our March 2022 investor presentation. Moving to Carat, our unified commerce offering for omnichannel merchants. We added several new enterprise clients and relationship extensions, including a large petrol seller and a major grocery chain, adding to our nondiscretionary spending categories. We continue to drive value-added solutions with enterprise clients. And wins in the quarter came from products addressing feedbacks and platforms, foreign currency translation, fraud and hotel and restaurants with BentoBox. We’re pleased to announce that PayPal has selected Fiserv as its core U.S. partner for payment services across both PayPal and Braintree assets. This is a new direct strategic multiyear partnership covering several products and services and millions of merchant locations that builds on a long-standing base of business between our two companies. International expansion continues with Carat, and we had several wins in the quarter across our regions. In EMEA, we won a competitive bid to help Compass Group, the world’s largest contract foodservice company, built unattended food retail services across 14 countries in Europe. We are providing acquiring, local payment methods and real-time inventory data across our single Carat omnichannel platform for Europe. Our differentiation was in our functionality around data normalization, real-time access, visualization and reporting depth and breadth. Asia Pacific, we extended our global merchant acquiring relationship with Avis Budget, one of the world’s largest car rental providers, into Australia and New Zealand. And lastly, an emerging opportunity for us in the enterprise space is Open Data. We logged two important wins in this area in the third quarter that demonstrate strong demand for access to our vast alternative data assets. One of the major credit bureaus will use our account-level data to add micro-indicators to a consumer’s credit profile, particularly relevant for the underbanked. Secondly, we’re partnering with Dun & Bradstreet to add information from our merchant volume database to supplement its small business credit reports. This solution can optimize credit decisioning for lenders and access to capital for small businesses. Finally, in the area of Payments in open banking, we signed a deal with Plaid for API access to bank data, allowing the company to move further away from screen-scraping and generating revenue for us and our connected banking credit union clients. We can further penetrate this data market opportunity by contributing in areas such as ID verification, account verification, loan origination and security and fraud services. Latin America represents another standout growth opportunity. The region is about 6% of total company adjusted revenue, and in Merchant Acceptance, it’s 10% of adjusted revenue. It’s largely driven by Argentina and Brazil, followed by Mexico, Colombia, Uruguay and the Caribbean. Argentina inflation anticipation revenue have grabbed much of the attention here. But our business in the region is well diversified with multiple growth drivers across products and countries. Even as we look to presumably less inflation and slower anticipation growth in Argentina next year, we see plenty of opportunities for strong growth in the region. These include instant payments in Brazil and Argentina, revenue growth on our Software Express rails for expanding the payments functionality for this leading retail software business that we acquired in 2018. We expanded on this opportunity earlier this month when we acquired Skytef, the largest distributor of Software Express in Brazil. With it, we added hundreds of ISV partners, 27,000 merchants and the ability to cross-sell multiple value-added solutions
Robert Hau:
Thank you, Frank, and good morning, everyone. If you’re following along on our slides, I will cover details on total company and segment performance, starting with our financial metrics and trends on Slide 4. As Frank said, our third quarter was very strong. We are confident in our new 2023 outlook and ability to continue to deliver attractive levels of growth and profitability. Total company organic revenue growth was 12% in the quarter with strong growth across Merchant Acceptance and a solid recovery in growth in the Fintech segment. Year-to-date, total company organic revenue grew 11%, led by the Merchant Acceptance segment, which grew 17%. Total company adjusted revenue of $4.6 billion grew 8% for the quarter despite a meaningful foreign currency headwind. Adjusted operating income grew 17% in the quarter to $1.8 billion, resulting in adjusted operating margin of 38.1%, an increase of 290 basis points. Year-to-date, adjusted revenue grew 8% to $13.4 billion, and adjusted operating income increased 16% to $4.8 billion, resulting in adjusted operating margin of 36.1%, an increase of 250 basis points. Adjusted earnings per share for the quarter increased 20% to $1.96 compared to $1.63 in the prior year. Year-to-date, adjusted earnings per share increased 16% to $5.34, at the high end of the 14% to 16% annual prior guidance range. Our adjusted earnings per share growth is particularly noteworthy given the impact of foreign currency translation. Mostly due to the sharp devaluation of the Argentine peso relative to the dollar, our earnings per share includes a headwind of $0.24 for the quarter versus prior year. Free cash flow reached $1.3 billion for the quarter, up 48% versus the prior year and $2.7 billion for the first 9 months of the year, up 29%. We are raising our free cash flow guidance and now expect to reach $4 billion this year, reflecting the typical strength in our cash flow generation in the second half of the year. Now looking to our segment results starting on Slide 5. Organic revenue growth in the Merchant Acceptance segment was a strong 20% in the quarter and 17% year-to-date. We now anticipate organic revenue growth to be in the high teens for the full year. Adjusted revenue growth was 12% in the quarter and 11% year-to-date. Organic revenue growth in this segment is running well ahead of our medium-term guidance for 9% to 12% growth, driven by growth in Clover, our ISV channel and our international businesses as well as several transitory factors that we expect will ease in future years. The elevated Argentine inflation, which is running well above 100% this year, contributed about 2 points of organic growth for the segment on a year-to-date basis. Additionally, high interest rates in Argentina have contributed to a stronger growth in anticipation revenue. But even as rates normalize, we expect demand for these prepayments to be healthy given the extended settlement periods here as well as in Brazil and Uruguay. Turning to volume performance in the quarter. Merchant volume grew 2% overall and 6% excluding wholesale processing. Similarly, transactions grew 1% overall and 9% excluding processing. Recall that a large portion of our volume comes from traditional wholesale processing. However, over the last several years, we’ve been evolving from providing processing services alone to offering full acquiring services and more recently software and other value-added solutions. This transition changes our business model for the better. Our SMB and enterprise acquiring businesses carry much higher revenue per dollar volume compared to the wholesale processing business. So as acquiring grows and wholesale processing becomes a smaller portion of our volume, we are seeing a widening positive spread with revenue growth outpacing volume growth in large part due to value-added services. Going forward, processing volume will ebb and flow. As a reminder, we projected $10 billion of revenue in this Merchant Acceptance segment in 2025 with processing revenue roughly flat from 2021 to 2025. We expect overall revenue growth will continue to outpace volume growth as we increase penetration of software and services, which means more revenue per unit of volume. Clover continues to build on the strength of its growing product offering, distribution partnerships, expanded direct sales and value-added solutions. It posted a strong 26% revenue growth for the quarter and 23% year-to-date. Quarterly Clover GPV was $68 billion or $272 billion on an annualized basis, up 15%. Value-added services penetration was 17%, over 2 points above year-ago levels and on track to achieve our 25% target by 2025. Carat, our omni-commerce operating system for enterprise clients, grew 14% excluding the loss of a large merchant aggregator, as discussed last quarter. On an unadjusted basis, Carat revenue grew 2%. We had two large wins that included our Commerce Hub product, the new single orchestration layer that enables easy access to all our products and services. First with Curb Mobility, the taxi-hailing service; and second, with Autobooks, an accounting and bookkeeping system provider to small business. Adjusted operating income in the Acceptance segment increased 24% to $757 million in the quarter, and adjusted operating margin was up 350 basis points to 35.9%. Year-to-date, adjusted operating income improved 22% to $2 billion and adjusted operating margin grew 300 basis points to 33.8%. Turning to Slide 6, the Payments and Network segment. Organic revenue growth in the segment was 6% in the quarter and 9% year-to-date. Adjusted revenue growth in the quarter was 5% and 8% year-to-date. Growth drivers in this segment include North American credit active accounts on file, though growth here slowed a bit to 3%. And Zelle transactions grew 44%, which continued to benefit from new uptake of Zelle for Business. Our debit networks, STAR and Accel, added several new merchant customers, including some household names in e-commerce, in part to take advantage of Reg II benefits. These and prior new client adds represent a strong pipeline of prospects for the Merchant Acceptance business. We also won a deal to support Pinnacle, a $42 billion bank by assets, in a combined debit processing and network win, demonstrating our ability to successfully support and sell to larger banks. Outside the U.S., we closed a 5-year deal with a Tier 1 U.K. bank to support the launch of a new buy now, pay later solution to be delivered using a combination of our FirstVision processing technology and our new suite of digital solutions. We also won a contract with Bandhan Bank, India’s eighth-largest bank, further cementing our position as a market leader in credit processing in India, bringing the number of Indian banks on our FirstVision processing platform to 10. As we’ve said, we expected tougher comparisons through the second half of the year given the anniversary of the onboarding of several large clients through mid-2022. We continue to anticipate the full year organic revenue growth rate to be toward the high end of our medium-term outlook of 5% to 8%. Adjusted operating income for the segment was up 12% to $832 million and adjusted operating margin was up 270 basis points to 48.6% in the quarter, driven by favorable mix and greater productivity. Year-to-date, adjusted operating income was up 14% to $2.3 billion, and adjusted operating margin was up 260 basis points to 46.7%. Moving to Slide 7, the Financial Technology segment. Organic revenue growth in the segment was 6% in the quarter and 3% year-to-date. Adjusted revenue growth in the quarter was 4% and 1% year-to-date, impacted by the divestiture of our financial reconciliation product announced at the beginning of the quarter. For the year, we expect organic growth to reach the low end of our guidance range of 4% to 6%. Adjusted operating income was up 11% in the quarter to $291 million and up 5% to $856 million year-to-date. Adjusted operating margin in the segment increased 260 basis points to 36.7% for the quarter. For the first 9 months, the segment’s adjusted operating margin grew 130 basis points to 36.1%. We added eight new core account processing clients in the quarter, including three wins with financial institutions whose assets exceeded $1 billion. Two wins came from growing credit unions, including Noble-Federal, that saw the benefits of upgrading to DNA, our industry-leading cloud-enabled core for both credit unions and banks. The adjusted corporate operating loss was $120 million in the quarter and $384 million year-to-date. The adjusted effective tax rate in the quarter was 19.2% and was 19.6% for the first 9 months. We continue to expect the adjusted effective tax rate to be approximately 20% for the full year. Total debt outstanding was $23.3 billion on September 30, and the debt to adjusted EBITDA ratio dropped to 2.8x. During the third quarter, we issued $2 billion of 5-year and 10-year senior notes to replace the notes that matured in October and reduced our commercial paper program balances. Variable rate debt sits at 7% of total. During the quarter, we continued executing capital allocation strategy, repurchasing 9.6 million shares for $1.2 billion and 31.4 million shares for $3.7 billion over the last 9 months. We had 60.5 million shares remaining authorized for repurchase at the end of the quarter. We are fully committed to our long-standing disciplined approach to capital allocation, which includes investing in our business organically, maintaining a strong balance sheet, returning cash to shareholders through share repurchase and pursuing high-value and innovative acquisitions. And wrapping up on Slide 8. Year-to-date, organic revenue growth is at the top end of our prior guidance for the full year, and we expect the level of business activity in the fourth quarter to be similar to the third. While consumer spending is forecast to be slower in the second half of the year relative to the first, the consumer has remained resilient and unemployment levels remain low. Bank and credit union IT spending continues at a healthy pace as higher interest rates have been a tailwind for profitability. The combined scenario gives us confidence to raise our full year organic revenue growth to 11%, the top end of our previous guidance range of 9% to 11%. Based on this higher anticipated organic revenue growth and strong third quarter results, we are raising our full year adjusted EPS guidance range once again from the previous $7.40 to $7.50 to a new range of $7.47 to $7.52, representing growth of 15% to 16% over 2022. This includes a higher adjusted operating margin, now expected to improve more than 175 basis points this year, up from our prior guidance of at least 150 basis points. We look forward to seeing you at our Investor Day on November 15. Space is limited, so for those of you who cannot attend in person, please take advantage of the webcast from our Investor Relations website. With that, let me turn the call back to Frank.
Frank Bisignano:
Thanks, Bob. I’ll provide a brief update on our CSR activities and most recent recognitions before we wrap up and move to Q&A. During the quarter, we continued to expand our focus on minority depository institutions, or MDIs. In September, we hosted our inaugural MDI Advisory Council meeting, where we discussed future save products and strategies and how to better integrate Fiserv solutions at council members’ banks to help them grow and better serve their clients. We were active on the back-to-business front as well. So far this year, Fiserv’s back-to-business program has funded almost 200 grants totaling nearly $2 million for small, diverse merchant businesses. Also, in the third quarter, our leadership position in Fintech was affirmed when IDC ranked Fiserv number one on its top 100 ranking of global financial technology providers. CNBC also named us a top Fintech company. And Time Magazine included Fiserv on its list of World’s Best Companies in 2023. I’d like to conclude my formal remarks with what to expect from our upcoming investor conference on November 15. This will be our first full business review in 3 years. Our work to integrate First Data and Fiserv is not only done, but is driving real value in the marketplace across merchants and financial institutions in a way that only this combined company can. Our assets are now unmatched when you consider that we have a large and diverse client base from financial institutions of all sizes, to small businesses, to large enterprises around the world, spanning all sectors and containing many leaders in their respective industries; a global footprint in over 100 countries organized by region and known for deep local expertise; a modern stack computing environment with private and public cloud capability; scale-based leadership in merchant acquiring, driven in part by a superior distribution model; the largest SMB SaaS payment platform by volume with Clover; the leading credit card issuing platform offering cutting-edge cardholder experiences; the number three debit network; our NOW network that optimizes connections between our bank and credit union clients and payment rails of all types, from cards, to ACH, to real time; the best bank and credit union account processing platforms; and the broadest set of value-added surround solutions. And finally, cross-platform opportunities that expand our addressable market and that Fiserv is uniquely positioned to deliver. This includes our new SMB accounts payable and receivable market opportunity and our embedded finance offering, where our newest Fintech platform, Finxact, is enabling banking services offered by merchants, starting with one of the world’s largest retailers. We’ll expand on these opportunities and more in a few weeks’ time, and we’ll share a compelling 3-year forward plan that will help you understand how we intend to defend and extend our lead in Fintech. Thank you to our teams who come to work every day and build and deliver on this plan. And thank you all for your time and attention today. And now operator, please open the lines for questions.
Operator:
Thank you. We would now like to open the phone lines for questions. [Operator Instructions] Our first question comes from Timothy Chiodo from UBS. Please go ahead.
Timothy Chiodo:
Thanks a lot for taking the question. I want to touch on enterprise e-commerce competition, very topical in the market right now, and you mentioned many new Carat wins. Maybe you could talk a little bit about STAR and Accel and how bundling those networks is helping you to win share? But not just STAR and Accel, some of the other services that are more frequently appealing to the enterprise e-comm merchants as you win these RFPs, I would appreciate that.
Frank Bisignano:
Thank you, Tim. Good to hear from you. I’d start at the top, right? We committed to the build-out of our omni-channel capability and we brought in Commerce Hub as fundamentally a centerpiece of that. And that really gets to the point that you bring, which is what I would call more value-added services than just fee account volume. Our debit routing capability is very, very strong, and it allows us to, also with the debit network, to be able to give our clients the opportunity to work on lowering the cost of acceptance, a platform that we’ve thought about across the business for a very long time. Created other value-added services, like our prepaid products and gift, also gives us what we believe is a strategic advantage. So in many of our businesses, you’ll hear us talk about it across – we’ll have the fundamental processing capability and acquiring capability, but then bringing across the other value-added services. And that’s the benefit of this company, it gives us a strategic advantage. So I think about it in those aspects, really. And I think when you look at PayPal and the like, it gives us a really good hand to be able to do more with them besides only e-comm, and also for other clients, it’s the omnichannel experience that we bring to them across the enterprise.
Timothy Chiodo:
Excellent. Thank you, Frank.
Frank Bisignano:
Thank you.
Operator:
Next, we’ll go to the line of Dave Togut from Evercore ISI. Please go ahead.
David Togut:
Thank you. Good to see the acceleration in Clover revenue growth and the increased penetration of value-added services. Could you just drill down into what you see as the biggest drivers of growth in value-added services going forward, taking you to the model you’ve laid out for 2025?
Frank Bisignano:
I mean, for us, it’s software stacks against verticals, and then there’s a horizontal capability. Obviously, employee management, everything from timekeeping systems to the way, in fact, they’re managing their workforce is a capability that gets used horizontally. If you look at other pieces, it will be inventory for some specific businesses. And I think if you look at our penetration rate, it continues to grow because the bundles continue to get stickier. You heard us then today announce Melio – or yesterday announce Melio, I should say. And that will be another – it goes beyond Merchant, and we can talk about that later if you all like. But it will be in their offering to our merchant base in total, and that would be an example of bringing in capabilities that we didn’t have for them before that we will. So I think we started – if you remember, we started Clover with the concept of an app store. We converted that into understanding what are the natural characteristics of specific verticals and then what is the horizontal capability that we will bring across it. And we feel good about the growth and we see the trajectory of both signing up new merchants and also the ability to bring more product to our current merchants.
David Togut:
And just as a quick follow-up. Bob, good to see the free cash flow up 48% year-over-year in the third quarter. CapEx was down 17%. Are we moving toward lower capital intensity going forward? Or is this just a function of an easy comparison?
Robert Hau:
Yes. I would definitely, David, point to really timing of the capital spending and comparisons. I would expect full year 2023 to be in line with last year’s spending overall. And I think we’ve said in the past, as we look forward, we think the capital levels that we’ve got right now are about correct going forward. We’ll see a growth in revenue, and therefore, as a percent of revenue, perhaps some easing. But order of magnitude, that $1.5 billion for the full year is right in line with what we’d expect.
David Togut:
Thank you very much.
Operator:
Next, we’ll go to the line of Tien-Tsin Huang from JPMorgan. Please go ahead.
Tien-Tsin Huang:
Thank you. Great results here. On the Acceptance side in Lat Am specifically, I’m curious with the anticipation revenue likely to ease there, and you gave some disclosure. I’m just curious, what do you see replacing that growth in Lat Am? How does the deal pipeline look there?
Robert Hau:
Yes. Tien-Tsin, I think, we pointed out in our prepared remarks, we’re definitely seeing some "transitory benefits" in Latin America, particularly in Argentina, around higher-than-normal inflation and higher-than-normal interest rates. That is definitely giving us a lift from an anticipation standpoint. I think we basically are anticipating cash into the merchant. We’re in the middle of the payment flow. And so we’re able to provide that as a service to our merchants so that they can settle their transactions earlier than the typical 30-day cycle in that region. Interest rates, we get a spread on the interest. And of course, we’re able to borrow at a cheaper rate than our merchants might be able to borrow. So that’s a good business for us, very low risk because we’re in the middle of that flow. If you anticipate interest rates to ease into the future, which I would expect they will, you’ll see some easing of the revenue, but not in the spread. And so it remains a very good business for us. And of course, the debate will be at what rate does either inflation and/or interest rates ease. An important element, though, is a very correlated number to both inflation and interest rates is FX. And while, from an organic standpoint, we don’t have FX because our organic results are at constant currency, it’s certainly in our adjusted revenue and our EPS. And so we’ll see some easing of that transitory inflation and interest impact will also see some easing about FX impact, net-net. Overall results on an adjusted revenue basis and an adjusted EPS basis will remain strong. About Latin America, it’s a tremendous franchise for us, not only in Argentina, but in Brazil. We continue to grow and expand in Uruguay and Mexico, in the Caribbean. It’s a tremendous capability for us and providing a good growth in the recent history and expect it to continue into the future.
Tien-Tsin Huang:
Glad to hear, Bob. Just real quick, if you don’t mind me asking another one just on Fintech. You mentioned medium bank – and overall bank spending has been healthy on the IT side. How about new deal activity, large deals, et cetera? Do you see that continuing here as we cross into the new calendar year? I’m just curious where the appetite is for new spend in the banking community.
Frank Bisignano:
I think – yes. I think the dialogue is robust. I think Finxact has definitely added to that dialogue from where we were before. In my prepared remarks, I talk about our platform serving bank and credit union. I have a deep belief, and I think the market has a deep belief, that DNA and Finxact are industry leaders in capabilities. We had always talked about going further up market. Obviously, I think if you look at total banks that run on a system, we’re the market leader. But we’re also driving north and I think those two assets really help us. And there’s lots of robust dialogue, now we need to turn the robust dialogue into closed deals and then we’ve got to convert it. But I feel good about the long term. We’ll talk about it clearly on November 15. I also think, when we look at FIs in total, which is the way ultimately we look at it, when you look at how we’ve performed in Fintech and Payments, if you want to think about it that way, we’ve been very, very strong. The ability to bring our surrounds, that’s probably a year-to-date 7% number. We’ve been able to bring our surrounds in our banking platforms, and that’s really what attracts the new book, so to speak. So we’re in deep dialogues on big deals. And I have not seen a slowdown in banks’ appetite at all for the things we have.
Tien-Tsin Huang:
Terrific. Thank you.
Operator:
Next, we’ll go to the line of Jason Kupferberg from Bank of America. Please go ahead.
Jason Kupferberg:
Good morning, guys. Thanks. So on the Acceptance segment, it doesn’t sound like your Q4 guide is really contemplating any material change in the trajectory of overall consumer spending. I was hoping you could maybe give a little insight into what you’ve seen in October, both with regard to volume and transaction data ex-wholesale versus September, let’s say? And any shifts in discretionary versus nondiscretionary spend categories in the past month? Thanks.
Robert Hau:
Yes, Jason, overall, so far, what we’ve seen in October is very similar to what we saw through the third quarter. Consumer continues to be quite resilient. Quite frankly, I’m tired of using the word uncertain. We’ve lived in a pretty uncertain environment for the last 3-plus years and probably a lot earlier than that. There are certainly some verticals within our overall merchant book that are softer than others. Roughly half of our merchant volume is – or merchant revenue is discretionary – in nondiscretionary, so we’re nicely balanced there. We’re certainly seeing some softness in retail. The restaurants continue to be quite steady. So overall, obviously, we’re very early in the quarter. And as you know, holiday spending in December month is a big part of the quarter, but so far, right in line with what we saw in Q3.
Jason Kupferberg:
Okay. Good to hear. And just on the Fintech segment, it looks like you need to see maybe a little bit of organic growth acceleration in Q4 against a bit of a tougher comp to get to the low end of that 4% to 6% guide. Can you just parse out some of the drivers there and your visibility on that?
Robert Hau:
Yes. I think in order to reach the low end of that guidance that we talked about, the low end of the 4% to 6%, we’ve got to repeat the 6% organic growth that we saw in the fourth quarter. To your point, yes, it’s against a tougher comparison in Q4 versus Q3 of last year. Obviously, we’ve got some implementations. These are long-cycle implementations. And as those go live, you get some ramp on that revenue, and that does take time. So some of it went live in Q3, and we’ll see acceleration into Q4. We’ll see new clients going live in Q4. Obviously, there’s ongoing swings or variability in the periodic revenue in order to deliver that 4% on a full year basis. And I think as Frank pointed out, our financial institutions clients look to us for a broad suite of software and services, and the combined Fintech and Payments business, which is really where we go to market with our financial institution clients, is up 7% organically on a year-to-date basis. Pretty steady, stronger Q1, a good Q2, good Q3. We expect to close out the year at that rate, that level. And overall, financial institution clients continue to look to us to provide services, and anticipate that continuing in fourth quarter and into next year.
Jason Kupferberg:
Thanks, Bob.
Operator:
Next, we’ll go to the line of Dan Dolev from Mizuho Securities. Please go ahead.
Dan Dolev:
Hey, great quarter. Congrats. I was particularly interested in the Melio partnership. Frank, can you maybe give us some more color, if you think like 2, 3 years out, how could this change the way people think of Fiserv in terms of kind of its B2B capability, Zelle, all the projects that you’re hopefully planning to do with them? Thank you.
Frank Bisignano:
Yes. I’m not – I’m thinking if I necessarily want them to think about us change or think about this is who we are, the ability to distribute great capability to our outstanding client base. And I want to make the point that this product works really, really well with our bill pay CheckFree product and allows us to go to our SMBs exclusively in the FI channel with it, and allow our banks to actually, ultimately, have a new offering that will increase their fee revenue and in fact increase our revenue. So I think it’s solidifying our position in SMB. Yes, it will also be distributed to our ISV clients and our Clover clients. But there are many clients that do not receive payments via card, and this is taking something to the whole swath of them that we did not have. You should expect us in market in the summer of ‘24 on it. And once again, we’re helping our bank partners bring more product and grow their revenue, much like we do in the merchant business, and we’re adding to the stickiness of our SMB portfolio.
Dan Dolev:
Great. Thank you, and congrats again on the amazing quarter.
Frank Bisignano:
Thanks, Dan. Good to hear from you.
Operator:
Next, we’ll go to the line of Dave Koning from Baird. Please go ahead.
David Koning:
Yes. Hey, guys, great job. And maybe on just the merchant acquiring industry, there’s been the fears of commoditization. But if anything, you’ve shown the strongest growth in years, your yields have been going up, not down. But what about churn? Like have you seen noticeable improvement in churn or retention really over the last few quarters as well?
Frank Bisignano:
Yes. But I think it’s good to step back for a second here because we’ve been in a multiyear transformation that has allowed us to produce what we’re producing today. That would include Clover. That will include building a business in Brazil. That will include bringing Clover to Argentina, right? So there’s a lot of dimensions to how we are where we are. The ability to drive ARPU in our base, we get a wholesale processing business, which we talked about being $1 billion of revenue and flat, but that business is like 40% of our volume. In that core direct business that we continue to grow, you should continue us to bring more product in and just make those relationships stickier. And what we see is when we have 3 to 4 products in a client, the churn is best-in-class. And that’s why we’re so focused on ARPU and more clients. Yes, in single-dimensional clients that aren’t Clover, you see higher churn.
David Koning:
Great. Thanks. And one quick follow-up. What was the Q2 number for – with Q3, the volume ex processing of 6%. What was that number in Q2?
Robert Hau:
Dave, I actually don’t have that right at my fingertips. It’s not a number we’ve disclosed previously. Let me get that. But I think one of the elements or one of the reasons we disclosed that and brought that to everybody this year – or excuse me, this quarter, is to talk about exactly what Frank just pointed out, is this long-term transition from years ago, being a processing-only business, to now a full service capability merchant acquirer. In our March 2022 investor conference on our Merchant business, we talked extensively about building out that Clover software value-added services capability, becoming an operating system. We have an operating system for SMB clients. We have an operating system for enterprise clients. And so as the processing eases a bit from a volume standpoint, the impact to the revenue is a fraction of the processing volume delta. And in many cases, that processing volume becomes merchant acquiring volume at a much better value point for the company because, not only are we doing merchant acquiring, but we’re selling the value-added services. And that delta you saw in Q3 from an overall volume to essentially an enterprise plus SMB volume at 6% is more representative of the overall volume opportunity for the company. And that’s why you’re seeing a very strong organic growth rate in the Merchant segment this quarter, last quarter, last year, the previous year.
David Koning:
Yes. All good. Thanks, guys.
Operator:
Next, we’ll go to the line of Ramsey El-Assal from Barclays. Please go ahead.
Ramsey El-Assal:
Hi, thanks so much for taking my question this morning. I wanted to ask about the margin outperformance you guys are seeing. And taking a step back, thinking about it in terms of how much is driven by a better business mix, meaning more Clover software, Zelle, et cetera, versus sort of a more active expense management or expense control. And I’m just asking in the context of thinking about how sustainable the margin drivers you’re seeing this year may be kind of over time, if that makes sense.
Frank Bisignano:
Yes. I would say we’re always working on how to make things better, right? That’s just every day, we get up, how do we make it better? How do we make it better for our clients? How do we eliminate work that’s not necessary? How do we deliver better quality? How do we do all that? And that’s an element of it. The other element of it is high-quality revenue growth. And our incremental drop-through is very, very strong. So I would say investment, we’ve been completely plowed into, meaning we’re continuing to build our business and invest in our business and deploy resource to it. We have – we always are working on productivity and quality. We talk about a year of operational excellence. But our incremental drop-through rate is very, very strong on the business we have. So I would take it as a mix element. We’re never going to be just one or the other. As I said in my remarks, we do have a lot of discretionary investment, but we feel great about that. And that’s why the Melio product will be out in the summer of ‘24, as an example. So high-quality revenue, good incremental drop-through, continually driving better client stats and productivity. So it’s got to be all of it. We don’t do just one.
Ramsey El-Assal:
Okay. So sort of all of the above. A quick follow-up for me. On the Acceptance volumes, how should we think about that wholesale part of the business evolving over time? Do you see kind of a point of stabilization coming? Or is this a business that we should sort of think of kind of winding down very gradually over a long period of time?
Frank Bisignano:
Well, first of all, we talked about it as flat, right? We talked about you should expect it to be fundamentally flat by $10 billion. Now that may mean less volume, even better yield in there, right? There’s a big mix of what’s in processing. We have an ISO business and we have a bank processing business. And by the way, tomorrow, we could bid on another piece of processing. I view it, as I’ve always said, and maybe this is just my heritage and it won’t ring with everybody, as running a correspondent clearing business and running a wholesale broker dealer. I’m never going to get the correspondent clearing business to be a high growth, but it definitely is $1 billion for us that covers a lot of fixed. But our emphasis is on growing our direct business. So I’ll turn over to Bob. And I want you to have that picture. We don’t see it as zero, we said it’d be flat in ‘25.
Robert Hau:
Ramsey, that flat that Frank is referring to is when we guided to $10 billion of merchant revenue by 2025. In what, 2 – almost 2 years ago now, we were doing about $900 million to $1 billion worth of processing revenue. Our $10 billion outlook assumed that, that would remain flat over that time period. There will be shifts to volume, you’ll get a little bit of price, there will be adds, there will be deletes, there’s some – I think I used the term ebbs and flows in the processing volume. But overall, I anticipate it to be about that $1 billion, which means it was, order of magnitude, 13%, 14% of our revenue. By 2025, it will end up being 10% of our revenue as we grow the full merchant acquiring capability and continue to grow that at a much faster pace than our processing. But that’s a nice $1 billion revenue business for us that we’re happy to have and we’ll continue to manage that effectively. And then before we go to the next question, just going back to David, your question around the enterprise and SMB volume or volume ex processing, it is an acceleration. That 6% that we’re seeing in Q3 is a bit of an acceleration from Q2 levels. So continue to see good growth, and that’s what’s driving the top line for us. We’ll move to the next question.
Operator:
Yes, absolutely. And for our final question, we’ll go to Vasu Govil from KBW. Please go ahead.
Vasundhara Govil:
Hi, thank you for taking my questions and congrats on the great quarter. I guess, my first one for Frank. Frank, CFPB just released these open banking regulation proposal. Assuming that goes into effect some time next year, is that a revenue opportunity for Fiserv as banks have to comply? Or do you think that was sort of already happened organically, and so not that meaningful...
Frank Bisignano:
I think it was really organically going on. I mean – but if you look at what we just did with Plaid, we’re always going to veer in to bringing more capability to out bank partners. We’re a client business. We run a huge client franchise. We’re out talking to them every day, whether it was what we did at Forum with 3,000 clients, or what we do at [AGBA] or what we do by having 29 women CEOs here for an all-day conference, we want to listen to our clients. And so open banking has been going on, and we’re continuing to align in a way that try our client for franchise.
Vasundhara Govil:
Great. And then quick one for you, Bob. Just I know last year, towards the end of the year, you guys had some pricing benefit that helped revenue growth. Just how should we think about the fourth quarter in terms of spreads versus volume growth in the Acceptance segment?
Robert Hau:
I think – yes, I think you’ll continue to see good revenue growth as we continue to have deeper penetration of value-added services, not only in the small business, but also in the enterprise space. We’ll continue to put up very good growth. And as we said, we expect the full year to be in the high teens. On a year-to-date basis, we’re at 17% organic, so we see another strong quarter ahead of us.
Vasundhara Govil:
Thank you very much.
Frank Bisignano:
Thank you for your participation, everybody. We really appreciate your time and attention. Please feel free to reach out to our IR team with any questions, and have a great day.
Operator:
Thank you all for participating in the Fiserv 2023 Third Quarter Earnings Conference Call. That concludes today’s call. Please disconnect at this time, and have a great rest of your day.
Operator:
Welcome to the Fiserv 2023 Second Quarter Earnings Conference Call. All participants will be in a listen-only mode until the question-and-answer session begins following the presentation. As a reminder, today’s call is being recorded. At this time, I would like to turn the call over to Julie Chariell, Senior Vice President of Investor Relations at Fiserv.
Julie Chariell:
Thank you, and good morning. With me on the call today are Frank Bisignano, our Chairman, President and Chief Executive Officer; and Bob Hau, our Chief Financial Officer. Our earnings release and supplemental materials for the quarter are available on the Investor Relations section of fiserv.com. Please refer to these materials for an explanation of the non-GAAP financial measures discussed in this call, along with the reconciliation of those measures to the nearest applicable GAAP measures. Unless otherwise stated, performance references are year-over-year comparisons. Our remarks today will include forward-looking statements about, among other matters, expected operating and financial results and strategic initiatives. Forward-looking statements may differ materially from our actual results and are subject to a number of risks and uncertainties. You should refer to our earnings release for a discussion of these risk factors. And now I’ll turn the call over to Frank.
Frank Bisignano:
Thank you, Julie, and thank you all for joining us today to discuss another very good quarter for Fiserv. Our results continue to demonstrate strong performance in revenue and operating income with second quarter organic revenue growth of 10%, led by performance in Merchant Acceptance, particularly in our international regions, and our Payments and Network segment. Adjusted earnings per share of $1.81 was up 16%, and adjusted operating margin of 36.5% was up 300 basis points. All three measures are tracking ahead of our previous guidance for the full year. As we look to the remainder of 2023, we note that economists’ expectations have improved for GDP and consumer spending relative to the start of the year. But those economists also forecast a modest macro slowdown from the first half, in part due to higher anticipated unemployment and the reinstatement of student loan repayment. Among our financial institution customers, spending and spending intentions remain healthy even as net interest margins narrow and lending activity eases. Card and non-card payment services, digital banking, IT modernization and data analytics are high-demand services, and financial institutions are looking to us to deliver. With the outperformance in the second quarter, we are once again raising our outlook for the full year. We now expect 2023 organic revenue growth in the range of 9% to 11%, up from 8% to 9% previously. Adjusted operating margin is now forecast to improve at least 150 basis points this year, up from our prior expectation of greater than 125 basis points. With the year-to-date adjusted EPS growth of 14% and the improved revenue and operating margin performance, we are raising our full year adjusted EPS guidance by $0.10 to a new range of $7.40 to $7.50, representing growth of 14% to 16% over 2022. These second quarter results marked our ninth consecutive quarter of double-digit organic revenue growth. We have also repurchased nearly 6% of our shares outstanding over the last 12 months. I am incredibly proud of the strong performance and the hard work, foresight and collaboration that it took to get here. Now I’m focused on sustaining this momentum. There are multiple parts of our business that I consider future growth accelerants. I will touch on five of these today, and then we’ll add and elaborate on them at our Investor Day later this year. Bob will provide more details on this later in the call. The first success story with a continuing growth outlook is Clover, our market-leading cloud-based SaaS operating system for small and medium-sized businesses. Revenue is growing more than 20% on $267 billion in annualized payment volume. This is a testament not only to the appeal of the product offering, but to the power of our vast distribution network. Clover has only begun to scratch the surface on the opportunity in vertical-specific solutions, horizontal value-added services and software and international markets. In the restaurant vertical, we expect to offer the full suite of value-added services and point-of-sale solutions for restaurants and QSRs of all sizes next year. And we’ve begun to build out vertical specialized software solutions for retail and professional services, including partnerships to manage inventory, improve SKU level analytics and manage appointment scheduling. We’re also continuing to enhance our ISV partner program, giving our ISVs access to Clover hardware and processing alongside our value-added services. This will support our growth among additional verticals, including businesses in our back book. An example of this is our integration with SalonUltimate, a vertical software platform provider focused on the salon and spa industry, that will provide a broader combined offering to its large merchant base. Clover now accounts for approximately 25% of our Merchant revenue and remains on track to reach 35% by 2025, in line with our targets for $10 billion in total Merchant revenue and $3.5 billion in Clover revenue by 2025, implying an expected growth acceleration. Following in the footsteps of Clover is Carat, our unified commerce offering for omni-channel merchants. Like Clover, Carat is an operating system that delivers both payments and experiences, but instead of small businesses, Carat is for the world’s leading brands and large enterprises. Carat has been posting revenue growth in the mid-teens on the strength of Fiserv’s scale, flexibility and customization capability, plus key integrated services and broad payment options. We recently released our two biggest differentiators for Carat
Robert Hau:
Thank you, Frank, and good morning, everyone. If you’re following along on our slides, I’ll cover details on total company and segment performance, starting with our financial metrics and trends on Slide 4. As Frank said, our second quarter was a very good one and marked our ninth quarter in a row of double-digit organic revenue growth. Total company organic revenue growth was 10% in the quarter with strong growth across Merchant Acceptance and Payments and Network. Year-to-date, total company organic revenue grew 11%, led by the Merchant Acceptance segment which grew 16%. Our three international regions also continued to perform well, growing 31% organically in the second quarter. We saw strong growth in the issuer solutions revenue across all three regions and robust gains in Latin America for our Merchant segment. As Frank explained, while Argentina inflation grabs the headlines, the bigger driver of our growth here is anticipation revenue, reflecting a newer business for us in Merchant prepayments. In the near future, inflation in Argentina may ease, but it’s likely to stay persistently high relative to the rest of the world. Our broad franchise, new lines of business and strong growth in the rest of the region should balance out any single country’s macroeconomic issues. Second quarter total company adjusted revenue grew 6% to $4.5 billion and adjusted operating income grew 16% to $1.6 billion, resulting in an adjusted operating margin of 36.5%, an increase of 300 basis points versus the prior year. For the first half of the year, adjusted revenue grew 8% to $8.8 billion and adjusted operating income increased 16% to $3.1 billion, resulting in adjusted operating margin of 35.1%, an increase of 240 basis points versus last year and tracking ahead of our 2023 guidance. Adjusted earnings per share for the quarter increased 16% to $1.81 compared to $1.56 in the prior year. Year-to-date through June 30, adjusted earnings per share increased 14% to $3.38 at the high end of our 12% to 14% annual guidance range. Free cash flow came in at $608 million for the quarter and $1.5 billion for the first six months of the year, up 16% year-to-date. Our free cash flow remains on track to reach $3.8 billion this year, and we’ve retained line of sight to accelerating cash flow generation in the second half as is typical for our business. Now looking to our segment results starting on Slide 5. Organic revenue growth in the Merchant Acceptance segment was a strong 14% in the quarter and 16% year-to-date. Adjusted revenue growth in the quarter was 9% and 10% for the first half. Merchant volume and transactions grew 1% compared to prior year. This lower volume performance reflects two temporary factors. First is the decline in retail fuel prices of 27% on average in the quarter, which creates a tough comparison for petrol merchant volume growth. The second is related to some strategic realignment among large processing clients that’s impacting their volumes and represents a large portion of our processing-only volume. Excluding these two isolated factors, volume growth would have been 4%. It’s important to note that volume changes for both petrol and processing-only clients had very little impact on our revenue since petrol clients typically pay per transaction and processing carries very low fees. Nevertheless, they are big contributors to volume and thus the spread between our volume growth and revenue growth is particularly wide now. This should moderate over time. Other factors contributing to the wider spread are rising penetration of software and services and pricing benefits from both higher inflation and added value. We expect these to be positive contributors to revenue on an ongoing basis. Clover, our operating system for small- and medium-sized businesses, continues to build on the strength of its growing product offering to attract and retain more merchants and expand our revenue opportunity with them. Clover posted a strong 23% revenue growth for the quarter and 22% year-to-date. Quarterly Clover GPV was $67 billion and $267 billion on an annualized basis, up 15%. Value-added services penetration was 16%, 1 point above year-ago levels and on track to achieve our 25% target by 2025. We signed 40 ISVs this quarter, bringing our total signed to 77 year-to-date. Our momentum is starting to build with PayFac as well with the signing of Waystar and Pay Theory during the second quarter. Clover Sport added a relationship with a large service provider for the Cleveland Browns Stadium and other venues. Carat, our omni-commerce operating system for enterprise clients, grew revenue 6% in the second quarter. Excluding the loss of a Latin America processing client that began taking its business in-house, Carat grew 14%. While our relationship with the client remains good, we’re focused on growing our higher-value direct business. The underlying Carat business remains strong. We’ve expanded our merchant processing relationship with Inspire Brands, the second-largest restaurant company in the United States, to include several more of their restaurant concepts while continuing our relationship with their Dunkin’, Baskin-Robbins and Sonic brands. The agreement will add several thousand additional restaurant locations to our processing portfolio. Adjusted operating income in the Acceptance segment increased 21% to $718 million in the quarter, and adjusted operating margin was up 350 basis points to 34.7%. Year-to-date, adjusted operating income improved 20% to $1.3 billion, and adjusted operating margin grew 280 basis points to 32.7%. Turning to Slide 6. The Payments and Network segment posted organic revenue growth of 9% in the quarter, once again above the high end of the 5% to 8% medium-term guidance range. Notable growth drivers in the segment included active accounts on file in North American credit processing business; the Output Solutions business; our debit networks, STAR and Accel; and Zelle, led by continued growth in both the number of clients and transaction growth. As we’ve said, we expect tough comparisons through the rest of the year as we anniversary a large new client onboarding completed in mid-2022. Still, we anticipate the full year organic revenue growth rate to be towards the high end of our medium-term outlook of 5% to 8%. Also notable for this segment, two new payments initiatives took effect this month, offering incremental revenue opportunities for Fiserv over time. First, July 1 was the effective date of the Fed’s final rule clarifying parts of Regulation II to make explicit that at least two debit network routing options are required for card-not-present transactions. For our STAR and Accel debit networks, which have been supporting CNP for years, this led to more than 80 of our current issuing clients enabling card-not-present, adding active cards for e-commerce transactions. This is a growth opportunity that we did not previously have. We also won several large e-commerce merchants as clients, including, in the second quarter, Lyft, ADT and T-Mobile. Last week, the Fed launched its real-time payment system, FedNow. So we are now live with six banks in the pilot phase and more than 70 committed to go live so far this year. We are encouraged by the opportunity to add more financial institutions since more than 1,000 of them are already connected to our NOW Network for Zelle, providing a single point of integration that could be leveraged by FIs to easily add new rails. That’s a major differentiator for Fiserv. But the key to FedNow adoption is compelling use cases, which we think will grow over time, most likely in commercial payments and bill pay spaces. Adjusted operating income for the segment was up 17% to $782 million and adjusted operating margin was up 360 basis points to 47.4% in the quarter, driven by our strong revenue growth and productivity. Year-to-date, adjusted operating income was up 16% to $1.5 billion and adjusted operating margin was up 240 basis points to 45.6%. Moving to Slide 7. Organic revenue in the Financial Technology segment declined 1% in the second quarter, resulting in 1% growth for the first half. High periodic revenue in the second quarter of 2022 drove a difficult comparison this quarter, creating a 3-point headwind. We continue to expect organic growth within the guidance range of 4% to 6% this year as in-year revenue is booked and implementation work on prior wins is completed. Adjusted operating income was up 1% in the quarter to $285 million and up 2% to $565 million year-to-date. Adjusted operating margin in the segment increased 130 basis points to 36.3% in the quarter. For the first half, the segment’s adjusted operating margin grew 60 basis points to 35.8%. We added 10 new core account processing clients in the quarter, including four wins for DNA, our market-recognized leading modern core banking platform for banks and credit unions. Fintech showcased its extensibility as an enabler of embedded finance with the win at Pay Theory. This payment facilitator serves the education and the health care sectors and plans to enable a suite of banking-as-a-service and money movement capabilities for its vertical SaaS partners. We are integrating Fintech with our merchant PFAC platform to enable Pay Theory to extend its vertical SaaS capability to banking and payments. Our goal is to provide a single integration for vertical SaaS providers who want to leverage assets across our banking, payments and merchant businesses. The adjusted corporate operating loss was $142 million in the quarter and $264 million year-to-date. The slight increase over the first half last year is largely impacted by expenses tied to our client conference, which we held in-person for the first time since the pandemic. The adjusted effective tax rate in the quarter was 20.6% and was 19.8% for the first half. We continue to expect the adjusted effective tax rate to be approximately 20% for the full year. Total outstanding debt was $23.2 billion on June 30, and the debt-to-adjusted-EBITDA ratio was 2.9 times. During the second quarter, we issued €800 million of eight-year senior notes to replace notes that matured in early July and reduced our commercial paper program balances. Variable rate debt sits at 13% of total. During the quarter, we continued our disciplined capital allocation strategy, repurchasing 8.6 million shares for $1 billion and 21.8 million shares for $2.5 billion over the last six months. We had 70.1 million shares remaining authorized for repurchase at the end of the quarter. As we continue to optimize our vast product portfolio for value and strategic fit, yesterday, we completed the sale of two financial reconciliation products to Trintech for roughly $230 million. We are fully committed to our longstanding disciplined approach to capital allocation, which includes investing in our businesses organically, maintaining a strong balance sheet, returning cash to shareholders through share repurchase and pursuing high-value and innovative acquisitions. And wrapping up on Slide 8. First half organic revenue growth was well ahead of our prior guidance for the full year, so we are again raising the range from 8% to 9%, to 9% to 11%, which considers economists’ range of second half outcomes. Based on the strong second quarter results and higher anticipated organic revenue growth, we are raising our full year adjusted EPS guidance range once again from the previous $7.30 to $7.40 to a new range of $7.40 to $7.50, representing growth of 14% to 16% over 2022. This includes a higher adjusted operating margin now expected to improve at least 150 basis points this year, up from our prior guidance of greater than 125 basis points. Lastly, we’re excited to announce our upcoming Investor Day in New York City on Wednesday, November 15, so please save the date. We’ll spend time going deeper on our growth strategies, and you’ll see how they factor into our outlook when we update our medium-term guidance. It will be a great opportunity to get to know our management team and see some of our products in action. With that, let me turn the call back to Frank.
Frank Bisignano:
Thanks, Bob. I’d like to acknowledge our corporate social responsibility programming because it continues to support better outcomes for our clients, shareholders and associates. You’ll find many examples in our annual CSR report published in May. Highlights this quarter include growth in our employee resource groups and internal mobility; additional grants for small business under our back-to-business program; and awards and recognition as a top employer for veterans and National Guard members. We’re also in the process of submitting data to the Carbon Disclosure Project, or CDP, for the third straight year. Finally, I’d like to leave you with some important perspective from our annual client conference, Forum, which we hosted in June. For the first time since the pandemic, we were able to meet with thousands of clients and prospects in person. Together, they represented over 50% of our revenue from financial institution clients. We hosted education sessions on real-time payments, embedded finance and cloud modernization, and an experience center that showcased key products like CardHub, Digital Banking, Finxact and the new Clover Kitchen Display System. As gratifying as this was, the more meaningful takeaways for me can be summed up in three themes I heard from clients again and again. One, they love our products and they’re ready to spend. Our core banking systems, especially Premier for community banks and DNA, our most modern cloud-enabled core, are coveted by bank and credit union CIOs. Our smaller clients remain largely untouched by the March banking turmoil. And our larger clients have one eye on the regulatory environment and the other on how we can help them accelerate their growth. Two, they are rooting for our innovations. Small and midsized financial institutions see Fiserv as their champion for the latest technology solutions. They’re relying on us for their digital and mobile banking, top-tier features in card services, and data and analytics. Three, they have noted our improved service. We’ve already made strong progress in client service with our relationship management model over the past year. Most recently, as an example of our operational excellence initiative this year, we launched a commitment tracker where clients can view the deliverables we promised and track their progress. It’s the first-of-its-kind in the industry for transparency and accountability, and financial institutions now have one more reason to choose Fiserv. So to conclude, as we approach the anniversary of our merger exactly four years ago this week, we are gratified that our vision and execution have proven out with results that exceeded expectations. From here, the combination of our investment, innovation and talented workforce mean the next four years tend to be even better. And now, operator, please open the line for questions.
Operator:
Thank you. We would now like to open the phone lines for questions. [Operator Instructions] For our first question, we’ll go to the line of Dave Togut from Evercore ISI.
David Togut:
Thank you. Good morning. Good to see the acceleration in Clover revenue growth. Noting the long-term plan to continue to accelerate Clover revenue growth, if we zoom in a little closer on to the next, let’s say, 6 to 12 months, would you expect this trend to continue?
Frank Bisignano:
Yes. Thanks, Dave. I mean as you’ve heard us talk over time, we continue to have tons of opportunity, both in the ISV and our day-to-day operating business itself, we expect it to have an acceleration. You’ll see us bringing more software into the product set, vertical solutions. We believe we have a long, long opportunity set in front of us. Remember, we haven’t gone to the back book at all. That’s an opportunity. It’s not anywhere in our guide, that back book opportunity. You should expect us also to continue to add services, and that’s really driving that penetration. So in our vision and in our visibility, we see a continuing acceleration of Clover growth and then we also have international.
David Togut:
Thanks for that. Just as a quick follow-up, the 80 issuers that you enabled for card-not-present on STAR and Accel, is there any way you can quantify potential volume from those issuers over the next year or so?
Frank Bisignano:
Well, I’ve been super guarded on this item. As I like to say, we’re in early innings. We can only get volume without enablement. So step 1 is enablement. Step 2 is also, as you heard us talking about, merchants wanting it. And you heard us talked to a few today of large players there. I think as we come closer and we talk at Investor Day, you’ll get better visibility to this. It’s not even early innings, it’s the first at bat, really. But we have demand, we have issuer compliance with us on it and we have opportunity in front of us. And fundamentally, I’d like to say, none of this is in today’s set of numbers or the guide that we’re talking to you about.
David Togut:
Understood. Thanks so much.
Frank Bisignano:
Thank you.
Operator:
Next, we’ll go to the line of Darrin Peller from Wolfe Research. Please go ahead.
Darrin Peller:
Guys, thanks. Frank, I know you touched on the Forum, but I’d love to just hear your thoughts on demand from the banks right now and just in the context of the environment we’re in going into this quarter as well as volume trends in just merchant, more importantly, consumer trends into July, what you’re seeing across the ecosystem domestically and maybe internationally also.
Frank Bisignano:
Let me talk about Forum because it was our really first post-merger physical Forum. We had done virtual ones, but demand gen at a virtual conference is not very high. The ability for our leadership team to touch thousands of clients, and we made a point of that, lots of listening sessions, lots of meetings. And that’s why I go through those three bullets that their desire to engage and spend is very high. Their desire to have us be part of their embedded strategy to help them grow their bank is very high. We watch the response to the commitment tracker. The fact that we want to lead the industry and meeting our commitments, you could hear somebody who is at the conference like Banc of California yesterday talk on their merger call about the strategic partnership they have with us. Their CIO was there. I heard from their CEO yesterday and their CIO. So we’re part of our clients’ growth strategy. We love driving it. It’s not a core-only play, it’s everything we bring around it. When you look at the acquisitions we’ve done, the receptivity to CardHub through Ondot, then I think you’d find the core competency in this company no longer for tuck-ins, but for acquisitions that we could do at a size and then turn it into a completely different capability. So demand is high, super high. Finxact, the amount of time Finxact got attention at Forum was off the charts. And it is the industry leader in current instances in the space it plays. I think relative to the consumer, they have a lot weighing on them now. They have the student debt issue. They have rising interest rates, and you’ve seen a moderation in volume. You’ve heard it and I think you’ll hear it across the industry, our business – July is similar to what we saw in the quarter. But our business mix has allowed us to deliver so many other services, leading with Clover, following with the other value-added services that allows us to be able to be in a position we are and we think we’re fortunate and blessed.
Robert Hau:
Darrin, just to add on Forum, as a guy who went to three or four of them pre-merger, so the last time we had in-person, the tone of the conversation and the depth of the conversations was quite different this time. Deep innovation, partnership conversations, a change in customer service that is being experienced by our clients and echo the – Frank talked about the commitment tracker, our willingness to be very transparent on what we’re doing and why we’re doing it and the openness of our solution, enabling much wider breadth of capability, not only stuff that we bring, and that’s increased over time with our Payments and Fintech segment, both serving financial institutions, but having those open APIs and the Developer Studio that we announced a couple of quarters ago, giving our clients [Multiple Speakers] this.
Frank Bisignano:
Yes, there’s probably – I’ll just add one other item, maybe two. One is our clients’ willingness to want to engage and talk to us about their innovation needs. It can only – I’ve said for a long time, innovation happens in the client’s office, not in our Sunnyvale office. And two, needless to say, when you’re in that environment, your pipeline build opportunity in the current and the future is very, very strong, and the amount of follow-up meetings are ever off the charts.
Darrin Peller:
That’s great. Guys, when we – just my quick follow-up is just back to the spread between volume and revenue at Merchant. If we just took out the things out of your control like gas prices and process and the inflation, for example, and we just focused on pricing and software as a penetration, maybe even just focusing on the customers that are – you’re just processing for and have low revenue, how do we think about sustainability of those factors driving better revenue and for how long?
Robert Hau:
Look, obviously, we believe the opportunity to continue to add value-added services and deepen that penetration. In our Merchant investor call, geez, a little more than a year ago now, we talked about Clover mass penetration reaching 25% by 2025. We’re off to a good start. We continue to focus on it. We continue to develop new capabilities there, and so we see that as an ongoing growth engine. And in terms of pricing, it’s about value-add pricing. It’s delivering the value to the client and then getting paid for that. So value-add pricing is sustainable. There’s certainly an element of a benefit of inflation in a different environment today. But we’re, quite frankly, we’re much more focused on creating that value for our clients and then being paid for it.
Frank Bisignano:
Yes. And I mean just a very simple way of thinking here, we like to add merchants and we like to add them with multiple products and continue to sell products into our back book also.
Darrin Peller:
Makes sense. Thanks, guys.
Operator:
Next, we’ll go to the line of Tien-Tsin Huang from JPMorgan. Please go ahead.
Tien-Tsin Huang:
Hey, thanks. Nice results here. Frank, I know you called out LatAm as a standout. You guys have had good results there. I mean just love your thoughts on some of the recent M&A in the region with Visa buying Pismo. I think EVERTEC also bought a fintech platform. Is there anything going on there that might change things competitively?
Frank Bisignano:
Well, I’d go back to our Brazil business, which really is the largest business in Latin America and the rest of the region keys off of, in many ways, was created from scratch organically. And we built that business organically and then done some strategic things. I mean you hear us talking about Software Express, that was a very, very small acquisition that we believe could transcend our business throughout Latin America. We added tremendous banking franchises. I mean you look at what we talked about on Caixa here, right, we talked about the first leg of that, which was a very large deal that put us in fundamentally every city in Brazil with the leading bank in terms of size and scale. And then we came back – because of such a good job that we did, right, they came back and we went to work on what fundamentally are, call it, their lottery agencies. And BillPay is taking it and came up with a strategy that would take us to 11% of the payments. So we have great organic capability in Latin America. We brought Clover to Argentina. And we spent a lot of time, and the Argentinian platform changed and allowed it to be a dual acquirer as opposed to a single acquirer. And so those are all strategic things that happened there. So I guess what I’m really saying at the core is when we came into Brazil, we were actually the only U.S. player because everybody had retreated. And we had a deep belief with good leadership on the ground would in fact – remember, we don’t run an international business. We run three regional businesses, and then we dropped down to a model where country hedge drives the P&L there, but we run global business solutions. So I think our model is strong. I think that the action in these countries has always been going on, Darrin [sic] [Tien-Tsin]. And I think we like our hand, and we believe that these are strategic and will be opportunities for more, Tien-Tsin. So thank you.
Tien-Tsin Huang:
No, I appreciate that answer, and I know you guys have really upsold Caixa, so it’s a great case study. My quick follow-up then for Bob, just thinking about the raised revenue and the margins, but no raise in the free cash flow, is this a timing issue given the higher working capital, the CAPI software investments in some of these growth areas? And can we expect free cash conversion to improve beyond fiscal ‘23?
Robert Hau:
Yes, Tien-Tsin, you hit it right on the head. Obviously, we’ve raised the revenue guidance, and so that will bring additional working capital. And of course, as we continue to see opportunities to grow the top line with now nine quarters of consecutive double-digit growth, there’s investment opportunity out there. So we continue to feel quite good at delivering the approximately $3.8 billion and see the benefit of that as working capital comes in and gets collected.
Tien-Tsin Huang:
Yep. Well done. Thank you, guys.
Operator:
Next, we’ll go to the line of Lisa Ellis from MoffettNathanson. Please go ahead.
Lisa Ellis:
Hi, good morning. Thanks, guys. I wanted to ask about Carat. You highlighted Carat was up 6% as reported, 14% excluding the one client roll-off there. Can you give us a little additional color, one, on just how we should be thinking about the scale of Carat within the Merchant business, either on sort of a revenue or a volume basis? I know it’s like a subset of the enterprise segment, which you’ve disclosed. And then also just elaborate a little bit on competitively how you see this platform is differentiated and whether or not Carat is – what this – is this mostly like new client sales? Or is a lot of this migrating existing enterprise clients onto an omni-platform? Just a little bit of elaboration there would be great. Thank you.
Frank Bisignano:
Hey, thanks, Lisa. Thank you very much. I think, first of all, think of Carat as a go-to-market product for both our current book coming over, but that has not been where we’ve focused the growth effort. Sitting under it is an orchestration layer, which is created as Commerce Hub. And those first migrations will begin probably in the fourth quarter through the rest of time. And those will be new client migrations, right? This is a customized solution for the client that gives them total flexibility. I mean, look, we think it’s a double-digit – clear double-digit growth engine for us. We think it will scale over time. You should think about it, as we talked about over time, what type of e-com business we have total, obviously, enterprise piece is smaller than our total piece that we’ve talked about to you all. And I think you should think about it as a business that will continue to be powerful, call it several hundred millions of dollars growing double digits. And so hopefully, that frames the size of the opportunity. We have a large pipeline on it. We’re in execution mode. And we think, much like we believe Clover has become an industry leader, we believe Carat will be the industry leader.
Lisa Ellis:
Great. Thank you. And then my follow-up, also just staying within Merchant for a second. If I think back to the deep dive you did on Merchant a year-and-a-half ago, I think you were expecting the processing piece of Merchant to be sort of flattish through 2025. In light of what you called out today, the sort of roll-off of one of – or at least a portion of one of your big processing clients, does that sort of change that outlook? Or maybe taking a step back sort of strategically, how are you thinking about the role of your processing business within Merchant going forward as you’re seeing such strong growth from Clover? Thank you.
Frank Bisignano:
Yes. I think nothing has changed in our point of view. And maybe we could step back here to the day that Stripe left us. Maybe I remember it more, I announced to you that Stripe is leaving as a processing client within a JV. And I think people really thought, wow, but it ended up fine. If you think back, we continue to add processing clients. In many cases, sometimes we help processing clients grow and they leave other services with us. So I treat processing like it’s that $1 billion business and it’s fundamentally flat, and there’s been adds. And you have large scale to lease, but it has very little processing revenue impact because of how you all – why I always try to talk us off this volume versus revenue issue because we have a lot of processing volume, but it’s not the largest part of our business. So I would think about it exactly how we presented it. We will have volume leave on a quarter and we add volume back at other points in time. Does that make sense?
Lisa Ellis:
Yes. Thank you. Thanks a lot.
Frank Bisignano:
Thank you.
Operator:
Next, we’ll go to the line of Jason Kupferberg from Bank of America. Please go ahead.
Jason Kupferberg:
Thanks, guys. I just wanted to stay on Merchant to start. Can you put a finer point on where you expect Merchant revenue growth to land for the full year? And just as we start tuning back half of the year models, how much will this spread between revenue growth and volume growth potentially shrink in Q4 as you lap some of the discrete pricing actions you have taken?
Robert Hau:
Yes, Jason, from an overall standpoint outlook for the balance – or for the full year, we previously guided 10% to 13% for 2023 on an organic basis. Now given the strength that we’ve seen in the first half and an improved outlook for the second half of the year and people still talking about recession, but more people are talking about a recession in 2024, the term soft landing is starting to come into lexicon periodically. I’m not sure we’re quite there yet, but we’ll see what the Fed does today. But things have certainly modestly improved in terms of the expectation for the second half of the year. So we now think the full year will be in the, call it, the 14% to 17% organic growth rate for our Merchant business. Continue to see good performance across the gamut with Clover continuing to perform quite well in terms of continuing the value-added service capability and the penetration of BaaS into the Clover portfolio and some of the things you’ve heard us talk about, both in the prepared remarks and earlier in the Q&A around the Carat and international growth providing a nice lift there.
Jason Kupferberg:
And just on that spread narrowing potentially in Q4, just any modeling help you want to give us on that, so we don’t get caught offside there?
Robert Hau:
In terms of volume versus revenue spread?
Jason Kupferberg:
Yes, exactly, just because some of the discrete pricing actions you took last year, I believe, in Q4.
Robert Hau:
Yes. And obviously, there’s lots of puts and takes, and then we continue to try to drive folks into focusing on revenue. There’s more and more revenue that is not tied directly to volume, and we’ve now been showing that quarter in and quarter out. So I think I’ll stick to the 14% to 17% full year outlook, and I feel pretty good about that.
Jason Kupferberg:
And just as a follow-up on Fintech, just the visibility on the second half acceleration, I guess, implied in the reiteration of the full year guide and maybe some color on how you see Q3 versus Q4 because I know the comps are pretty lumpy during the back half of the year. Thank you.
Robert Hau:
Yes, definitely. And so we do have good visibility into this space. And to your point, there’s lumpy quarters, as you may recall, and this will play in this – the third quarter and the fourth quarter. On a comparison this year, we had a what was felt by many as a difficult third quarter last year. And during the third quarter earnings call, we reiterated our full year outlook at 4% to 6% then. Fully expected the fourth quarter to rebound given the timing of both periodic revenue and some "one-time type" nonrecurring revenue that we see, what we refer to as in-year activity, particularly when clients are implementing. And we obviously have good visibility into the backlog of our implementation cycle. So we feel good about being able to deliver that 4% to 6%. We recovered and delivered last year quite well. That will drive different comparisons. First half was actually a more difficult comparison than second half last year. And then within the second half, third quarter will be an easier compare than fourth quarter, and so you’ll see some continued lumpiness there. But we feel good about the overall visibility and our ability to deliver that range.
Jason Kupferberg:
Thanks, Bob.
Operator:
Next, we’ll go to the line of Dave Koning from Baird.
David Koning:
Yes. Hey, guys, congrats on four years. Great job.
Robert Hau:
Thanks, Dave.
David Koning:
And yes, I guess one of the key highlights to me in the quarter, the margins in Merchant, you had one of the best probably ever incremental margins, both year-over-year and sequentially, about 75% of the revenue growth hit the profit line. And I’m just wondering if – is that sustainable? And what exactly drove that – what drove such – is it mix? Or what was that?
Robert Hau:
Yes, we’ve definitely had a good fall-through on that incremental. We saw similar levels fourth quarter of last year and definitely had continuing good fall-through over the last several years as we continue to expand margin pretty meaningfully. And it’s the benefit of overall volume and a scaled business, a very scaled business. And it’s the benefit of productivity, and we continue to drive productivity. Back in ‘19 and ‘20, we used the term synergy, which really is a synonym to productivity in many cases, particularly inside the Merchant business that didn’t have a lot of direct cost synergy as we merged. We drove real productivity, and we continue to do that. So we feel good about margin expansion overall, delivering 150 basis points margin expansion or better this year, up from the 125, and we think there’s continued opportunity here going forward.
David Koning:
Great. Thanks. And just a quick follow-up. Clover revenue, about 8% above volume growth. So that’s part of the spread. Is that both product and pricing? And is that sustainable, too?
Robert Hau:
Yes, absolutely. Again, we have a long path of continued penetration of value-added services that very much adds to that "spread" between revenue and volume at 16% this quarter, headed to 25% in 2025. And as we continue to provide value to our business customers and allow them to focus on running their business versus handling the payments and all of the ancillary services that are available on our Clover software operating system, that value translates into pricing opportunity and margin for us.
David Koning:
Gotcha. Thanks, guys. Great job.
Frank Bisignano:
Thank you.
Operator:
Next, we’ll go to the line of Bryan Keane from Deutsche Bank. Please go ahead.
Bryan Keane:
Hi, guys, and let me echo, congratulations on the strong results. Frank, one of the secrets has been the growth you guys have gotten through acquisitions and value-added services and especially looking at the Merchant segment. What’s the pipeline look like for M&A? And are there deals out there you want to make to continue to add and push up revenue growth above volume growth through acquisitions and value-added services?
Frank Bisignano:
Well, I mean we’ve been looking at our history, whether it’s BentoBox, whether it’s Finxact, whether it’s Ondot, right, Software Express, right? That’s why I made my comment, they’re no longer tuck-ins, they’re more horizontal leverage. We have lots of minority investments that we hang out with, we get to know. I think that’s why our success rate. So if you went to the people at Ondot, they’re so delighted on how they integrated into a mobile banking platform that would have never been where they were headed. They were card control only. If you want to get BentoBox, their ability to come across in total. So we stay close to a lot of start-ups. We make minority investments in start-ups. We get to know them and then we get a really good shot at turning them into way more value. We have a fabulous track record of keeping founders. I’m darn proud of that. They become part of the fabric of the company. So yes, I think you should expect us to do more of those, less talk goes on here.
Bryan Keane:
Okay, great. I know we’re running a little long. So I’ll pass the line. Thanks.
Frank Bisignano:
Thanks, Bryan.
Robert Hau:
Thanks, Bryan.
Operator:
Thank you. And our last question comes from Ashwin Shirvaikar from Citi. Please go ahead.
Ashwin Shirvaikar:
Thank you. Let me add my congratulations as well on the good quarter. If I can ask, Frank, you mentioned a couple of times over the last few quarters, Clover isn’t necessarily being applied to the back book. Could you talk about the opportunity there? It seems to me, the yield that you’re increasingly getting from Clover, as the capability set increases, is better and better. So if you could talk through that plan, that would be great.
Frank Bisignano:
Yes. I mean, first of all, I think what you’re asking – you broke up a little bit, but I want to make sure I understood. Are you asking about what we’re going to do at Clover into the back book?
Ashwin Shirvaikar:
Yes, that’s what I’m asking, Frank.
Frank Bisignano:
What’s the size of that prize? Well, start at a, when we did our March Investor Day on the Merchant business, there was no Clover back book consideration into that. There was consideration from going into the back book and selling more value-added services. But you should expect us, at some point, to strategically lean in, but that’s an opportunity in front of us. I think we see the ability to actually go into our current Clover client base and bring more software services. And we think, obviously, that continues driving the spread between volume and revenue growth in Clover. But I’ve been on the Clover journey 10 years back to – maybe it’s really heading to 11-plus years, but really counted right, sorry about that, and that started with a few engineers and a few patents. I still believe we’re in the super early innings in the amount of real estate we have that we can utilize with Clover and the amount of real estate we have inside our client base that can allow us to bring Clover. But go back to it’s fundamentally not in our guide that we gave in last year, and you should expect us to give you a super-duper deep dive on this at Investor Day.
Ashwin Shirvaikar:
Great. And then a quick question with regard to the sale of the financial reconciliation business. I might have missed it, but what’s the revenue and profit impact of that? I did see the proceeds, $230 million.
Frank Bisignano:
Yes. Let me make a point on that. You will always look at us looking at our strategic position. We believe we’re an industry leader. We have to be a top three player. We want to be prudent about capital allocation and where we deploy our internal capital. And for us and our clients, we were not the industry leader. We did a good job for them. It is not a future growth engine of the company. And so that’s fundamentally how that decision gets made, right? And you will continue to see us do this. You saw us do that with Korea. So I want you to have that framework.
Robert Hau:
And Ashwin, in terms of size, this is a very small business. Order of magnitude, it’s less than 0.2% of last year’s revenue.
Ashwin Shirvaikar:
Got it. Okay. Thank you.
Frank Bisignano:
Well, thank you, everyone. Thank you for your attention today. Please feel free to reach out to our IR team with any questions. Look forward to talking to you in the future, and have a great day.
Operator:
Thank you all for participating in today’s second quarter earnings conference call. That concludes the call for today. Please disconnect at this time, and have a great rest of your day.
Operator:
Welcome to the Fiserv 2023 First Quarter Earnings Conference Call. [Operator Instructions]. As a reminder, today's call is being recorded. At this time, I will turn the call over to Julie Chariell, Senior Vice President of Investor Relations at Fiserv.
Julie Chariell:
Thank you, and good morning. With me on the call today are Frank Bisignano, our Chairman, President and Chief Executive Officer; and Bob Hau, our Chief Financial Officer.
Our earnings release and supplemental materials for the quarter are available on the Investor Relations section of fiserv.com. Please refer to these materials for an explanation of the non-GAAP financial measures discussed on this call, along with the reconciliation of those measures to the nearest applicable GAAP measures. Unless otherwise stated, performance references are year-over-year comparisons. Our remarks today will include forward-looking statements about, among other matters, expected operating and financial results and strategic initiatives. Forward-looking statements may differ materially from actual results and are subject to a number of risks and uncertainties. You should refer to our earnings release for a discussion of these risk factors. And now over to Frank.
Frank Bisignano:
Thank you, Julie, and thank you all for joining us today. Fiserv is off to a strong start in 2023 with first quarter adjusted revenue growth of 10% and adjusted earnings per share of $1.58, up 13%. Adjusted operating margin of 33.6% was up 160 basis points. Organic revenue growth was 13%, above our 7% to 9% outlook for the full year, demonstrating our ability to sustain accelerated growth.
Importantly, the growth was multidimensional. It included elevated contributions from card processing, noncard payments and digital banking solutions. Growth was also strong in all 3 of our international regions and in Merchant Acceptance. Investment on behalf of our clients and with our partners is paying off. We believe that accelerating our investment over the last 3 years, both organic and via M&A, has extended our leadership position among fintechs. This counters the narrative over the last few years that many start-ups in the payments and fintech space would disrupt and potentially replace the legacy companies. Our results show that our strategy to innovate and disrupt on behalf of, not in place of, our long-standing bank and merchant customers was on the mark. These competitors have indeed raised the bar for the tech and fintech, but we've met and, in some cases, exceeded that bar with our own investment and innovation. The power of our business model is in the virtuous cycle of generating revenue growth across a scaled business, leading to greater operating margins. That profit produces significant cash to reinvest in the business for faster organic growth and value-accretive acquisitions while the remainder is returned to shareholders through share repurchase. The market has shown that legacy companies across many industries with scale and willingness to innovate will offer sustainable value to clients and shareholders. Let's talk for a moment about how the benefits of our breadth, scale and investment have driven innovation. For small- and medium-sized businesses, we developed a cloud-based SaaS operating system for their payment needs with Clover. Now we're allowing these businesses to easily accept multiple payment types and we are seamlessly integrating software and services to address their broader business needs. For large enterprise businesses, we developed an integrated omnichannel system called Carat to manage payment needs across in-store and online sales channels, and we're adding SaaS-based solutions that improve our clients' efficiency and enhance their customers' experiences. For debit and credit issuers we've already built the most comprehensive suite of solutions, and we continue to innovate. CardHub was built off of the tools acquired with Ondot and now offers a comprehensive set of modern digital cardholder experiences. More than 1,000 financial institutions are now using CardHub, which can be fully integrated into their mobile banking app, allowing these issuers to offer their customers a unified digital card experience that only a few of the largest financial institutions can provide today. SpendTrack does for a bank's small- and medium-sized business clients what CardHub does for its retail customers. This differentiated mobile-first platform covers card management and AI-enabled expense management with workflows specific to their business needs. Built from our SpendLabs acquisition, SpendTrack has helped us win more credit, debit and network business with banks and issuers that cater to SMBs. For small- and medium-sized banks, we provide a full suite of the digital banking tools that help them compete with the largest banks from mobile apps, to spend management, to Zelle B2B payments. And in July, with the launch of FedNow will help them participate in the new wave of real-time payments, optimized on our NOW Network that connects banks to each other, to all payment rails and to essential applications. For banks of all sizes, we've built a path to the cloud through both our industry-leading DNA core platform, and now at Finxact, our native cloud solution acquired last year. And in support of our biggest investment of all, the combination of First Data and Fiserv, we are finding new opportunities across our client base that are aligned in ways that only Fiserv can enable. Here are just 3 examples of the power of our combined franchise. First, STAR and Accel, the third largest debit network in the country, helps card issuers and merchants realize attractive economics on debit transaction routing and satisfy new Reg II requirements for at least 2 unaffiliated networks on each card to route card-not-present transactions. Second, our Finxact cloud-native banking core is laying the groundwork as an operating system at scale for financial institutions and merchants looking to offer embedded finance. Third, our Output Solutions business offers a full range of capabilities beyond what either a predecessor company had. For example, we are now able to offer communications and card manufacturing solutions to our entire client base from retail private label issuers to general purpose credit issuers, health care providers, banks and governments. As we look to the remainder of 2023, we start with a firm foundation of above-plan revenue and earnings. Still, we think it is wise to balance this strong start with the potential for macroeconomic headwinds in the second half of the year. So we are lifting the lower end of our prior 2023 guidance for both organic revenue growth and adjusted EPS and maintaining the upper end at this point. We now anticipate organic revenue growth of 8% to 9% and adjusted earnings per share of $7.30 to $7.40. Let's discuss the trends we are seeing in each of our segments now and for the rest of the year. Merchant Acceptance continues to be a very strong grower, posting 18% organic revenue growth in the first quarter, including significant strength in Latin America and Asia and continued gains in North America. This growth reflects overall consumer spending resilience but is also a testament to our strong distribution channels, ability to develop new products and services that resonate, success in selling more solutions to our existing merchants and the power of diversification across verticals, merchant size and geography. It's not yet clear whether broader macro headwinds are beginning to impact consumer spending, but we did see payment volume growth slow a bit late in the quarter. We continue to see good demand in the grocery vertical as well as in restaurants, especially QSRs. We've started to see consumers rotate towards nondiscretionary spending and reduced basket size. The decline in inflation is impacting volume growth, particularly in the petro vertical. This did not impact Fiserv revenue, which were large petro providers and other enterprise clients is based on transactions, not dollar volume. Our important advantages in this environment are our breadth of distribution, businesses both large and small, and a good mix of nondiscretionary spending, about half of our volume. Still, we are mindful that higher interest rates may weigh on consumers. And thus, we anticipate second quarter revenue growth in this segment to ease from the very strong first quarter levels. This, of course, is contemplated in our guidance. Clover revenue growth remains strong, up 22% in the quarter. We continue to add merchants at a healthy pace and extended value-added services penetration another point to 17%. Now 1 year since our Merchant Investor Day, we are on track to achieve the targets we set for 2025, $10 billion in Merchant Acceptance revenue; $3.5 billion in Clover revenue; and Clover value-added services penetration of 25%, where [ Clover ] a consistent average rate of growth over this time period was not in our calculus. Instead, the growth rate should accelerate over the next 3 years as we add more products, increase software penetration, and reach new markets. In the first quarter, for instance, we integrated bill pay and enhanced fraud management into Clover and improved access to Clover Capital via our client dashboard. In the past 12 months, we introduced upgraded Clover Mini and Clover Flex hardware. Later this year, we'll add a low-cost smart POS PIN pad to address the needs of smaller merchants who want simpler access to the Clover operating system and software. During the quarter, Fiserv launched support for Apple Tap to Pay on iPhone for SMBs on the Clover platform and for U.S. enterprise clients. This will enable businesses from large enterprises through medium and small businesses down to micro merchants, to securely accept contactless payments on iPhones without the need for additional hardware like an external card reader. As contactless payment usage rises, we are excited to enable new and existing clients to use this seamless and secure solution on iPhone to help run and grow their businesses. On our Carat platform, we continue to expand our capabilities in broad omnichannel solutions for enterprise merchants. We renewed and expanded our contract scope with several large merchants this quarter, including Fanatics and a major hotel chain. We also recently signed a Pay by Bank agreement with Walmart that includes traditional ACH processing and incorporates Fiserv's NOW Network and real-time payments capabilities. Our Payments and Network segment also had a very strong quarter, posting 13% organic revenue growth that included double-digit gains in all 3 business lines, issuer solutions primarily representing credit card issuing and output services. [ Card services ], including debit processing and our debit networks STAR and Accel, and our digital payment services, including Zelle and our bill pay business. This strong performance drove growth that was above our medium-term guidance of 5% to 8% and includes a couple of points of growth from a few discrete factors, which Bob will cover in more detail later. Positive trends continue and should carry full year growth towards the high end of the range. Several years of large card issuer wins in North America will drive revenue growth in the coming years with the pipeline that includes new win opportunities as well as follow-on sales to existing clients as we extend our value proposition.
Our issuer clients have been active in deploying 3 highly innovative products:
Advance Defense, our new AI-based fraud solution; new card controls and alerts developed by Ondot; and point-of-sale loan solutions that help issuers compete with BNPL providers.
Recently, Citi signed on for our POS loan product and PNC went live. [ USAA ] is in the process of implementing Advance Defense, while [ One ] has signed on as well. International Issuer Solutions was another bright spot in the quarter with wins across all 3 of our regions. In Latin America, a leading Argentine fintech Uala chose Fiserv to provide credit card processing services for its new digital-first credit card product launch. It's already live in Mexico and will go live at Argentina and Colombia in the coming months. Uala shows our FirstVision platform for its local presence and global cloud API gateway that maximizes the digital user experience with APIs for instant card issuing, dynamic verification and installment payments among other services. We're excited about additional opportunities as we roll out the next-generation cloud-based FirstVision platform later this year. And in EMEA, we signed a contract with National Bank of Kuwait, the country's largest bank, to process their debit acquiring business on our FirstVision platform. This follows a fourth quarter win with this client for prepaid processing. Turning to [ bank ] services, our debit network and processing business. Growth remains strong as we continue to add new issuing business with our core and noncore bank clients and sign merchants for debit transaction routing via our networks. The adoption of Reg II has brought another large merchant, Uber, to our networks. We will provide Uber the benefit of the added choice that comes from the dual network mandate for card-not-present debit routing. We see many more merchants in our debit networks pipeline ahead of the new rules set to take effect July 1. Our digital payments activity continues to grow with Zelle implementations and transactions. We have over 1,200 financial institutions live on Zelle today, with the potential to add hundreds more to our installed base this year. Financial institutions that use us for Zelle services are connected to the Fiserv NOW Network, which also provides easy access to FedNow, the Federal Reserve's real-time payment system. We have 6 banks in the pilot phase and over 20 financial institutions committed to go live post FedNow launch in July. We're encouraged by the opportunity to add many more banks and credit unions, especially since we think our NOW Network as a single integration layer, offers the ideal way to access FedNow. NOW is a network of networks connecting financial institutions, billers, consumers and businesses with real-time money and data movement across all rails, including card, ACH, Zelle, FedNow and the clearinghouse. In Asia, we are working with leading banks across the region on digital transformation initiatives. This includes Bangkok Bank, the largest bank in Thailand, that will expand its mobility digital banking platform into new domains, and BDO, the largest bank in the Philippines, where we are bringing signature core banking micro services to enhance BDO's third-party systems integration. We're also working with National Payments Corporation of India to enable the unified payments interface on RuPay and credit cards for issuers on our India processing hub. Turning to our FinTech segment. Organic revenue growth of 3% was slightly below our medium-term guide of 4% to 6%, which we attribute to timing and a strong first quarter last year, creating a higher comparison point. Implementations from the healthy series of wins over the past few years will provide growth in the second half of this year. We continue to see organic growth in this segment within the guidance range. Importantly, we have not seen an extended disruption from the banking turmoil that arose in March. Thus far, there are no follow-on effects across our banking client base as we continue to monitor it with our enterprise risk framework. We see the opportunity to sell our regulatory suite to banks who may increasingly need them. And we are well positioned to be a net winner among acquirer banks, should M&A activity heat up. Many larger banks already use a variety of our services, and we've demonstrated the ability to scale our modern platforms. In April, we marked the 1-year anniversary of the Finxact acquisition and have been very happy with its progress. We've seen strong interest from new and existing clients, which has contributed to meaningful growth in our Fintech pipeline. Importantly, in the first quarter Fiserv renewed the Finxact partnership with One, a leading banking fintech backed by Walmart. Finxact will be the system of record for a growing number of One's expanding banking services. Ramping this opportunity will represent a high profile achievement and scale that could attract other banks and merchants to the proven Finxact solution. Now let me pass the discussion to Bob for more detail on our financial results.
Robert Hau:
Thank you, Frank, and good morning, everyone. If you're following along on our slides, I will cover additional detail on total company and segment performance starting with our financial metrics and trends on Slide 4.
First quarter results largely outpaced both internal and external expectations. Total company organic revenue growth was 13% in the quarter with strong performance in the Payments and Network segment and continued momentum in our Merchant Acceptance segment. Growth is tracking well ahead of initial guidance for the full year, so we are raising the lower end and now anticipate growth of 8% to 9%, which considers economist forecasts for slower consumer spending and bank lending in the second half of this year. We note, however, that we are not seeing signs that these measures are slowing meaningfully at this time. First quarter total company adjusted revenue grew 10% to $4.3 billion and adjusted operating income grew 15% to $1.4 billion, resulting in adjusted operating margin of 33.6%, an increase of 160 basis points. First quarter adjusted earnings per share increased 13% to $1.58 compared to $1.40 in the prior year. Free cash flow came in at $861 million for the quarter, up 43%, driven by improved working capital. We remain confident in achieving our outlook of $3.8 billion in free cash flow this year. Based on higher organic revenue growth, coupled with our focus on operational excellence, which supports our margin expansion outlook of more than 125 basis points, we are raising our full year adjusted EPS guidance range from the previous $7.25 to $7.40 to a new range of $7.30 to $7.40, representing growth of 12% to 14% over 2022. Now looking to our segment results starting on Slide 5. Organic revenue growth in the Merchant Acceptance segment was a strong 18% in the quarter, well ahead of our medium-term segment guidance of 9% to 12%. Adjusted revenue growth in the quarter was 12%. Merchant volume and transactions each grew 5%. Turning to our merchant operating systems, Clover and Carat. We continue to see gains across key metrics, including net new merchant adds, value-added services penetration and partner relationships. Clover revenue grew 22%, coming off one of our toughest comparisons with last year when the post-COVID return to normal was in full swing. Payment volume growth was 17%. Software and services penetration reached 17% of total Clover revenue, an increase of 150 basis points from a year ago and up 80 basis points sequentially with continued strength in services such as Clover Capital. Clover Connect for ISVs built on its momentum with very strong revenue growth in the quarter as we continue to execute on our vertical strategies, adding 37 ISV partners. We also delivered new client wins following product introductions last quarter for the payment facilitator or PayFac market. Carat also had a strong quarter with revenue growing 16%. International merchant operations represented 22% of segment revenue in the first quarter and grew 39% organically, led by Latin America. Adjusted operating income in the Acceptance segment increased 20% to $562 million and adjusted operating margin was up 210 basis points to 30.5%. The improvement reflects strong operating leverage and cost management. Turning to Slide 6 on the Payments and Network segment. Organic revenue grew 13% in the quarter and adjusted revenue growth was 11%. Organic growth was well above the high end of the 5% to 8% guidance range. As Frank mentioned, a few discrete items contributed a couple of points of growth. These included additional revenue carryover from state government stimulus work, above-average digital bank transfers in March and a slightly easier comparison against first quarter of last year. Even as year-over-year comparisons get tougher in the second half, we still expect 2023 growth to be at the high end of the segment's guidance range for the full year. The remaining growth was driven by a variety of impacts across our business lines. Our North American credit active accounts on file grew 12%, driven by both new business onboarding and a favorable credit environment. Our international issuing business continues to grow above segment average driven by macroeconomic improvement as well as onboarding of new clients. And our debit business continues to post solid growth, supported by new solutions and new client wins across processing and network. Adjusted operating income for the segment was up 15% to $717 million and adjusted operating margin was up 130 basis points to 43.8%. Operating leverage and a favorable mix shift towards debit network revenue helped drive the margin improvement, along with cost management. Moving to Slide 7. In the Financial Technology segment, we posted 3% organic growth for the quarter, just below our 4% to 6% medium-term guidance range. We expect to achieve growth within that guidance range this year as implementation work on prior wins is completed in the second half. Meanwhile, new customer momentum continues and we had 12 core wins in the quarter. Adjusted operating income was up 2% to $280 million. Adjusted operating margin in the segment was flat at 35.4% as we continue to invest in Finxact. We expect margin expansion to resume as we anniversary the Finxact acquisition in the second quarter. The adjusted corporate operating loss was $122 million, in line with the prior year. The adjusted effective tax rate in the quarter was 18.9%. We continue to expect full year 2023 adjusted effective tax rate to be approximately 20%. Total debt outstanding was $22.4 billion on March 31. The debt to adjusted EBITDA ratio increased [ 0.1 of a turn ] to 2.9x and remains in our target range of less than 3x leverage. During the quarter, we issued $1.8 billion of 5- and 10-year senior notes to replace notes coming due later this year and reduce our commercial paper program balances. Variable rate debt sits at 14% of total. During the quarter, we significantly stepped up our share repurchases, buying back nearly $1.5 billion worth of stock. After receiving Board approval to repurchase up to an additional 75 million shares, we had 78.7 million shares remaining authorized for repurchase at the end of the quarter. We are fully committed to our long-standing capital allocation strategy, which includes investing in our business organically, maintaining a strong balance sheet, returning cash to shareholders through share repurchase and pursuing high-value and innovative acquisitions. With that, let me turn the call back to Frank.
Frank Bisignano:
Thanks, Bob. Before wrapping up, I want to discuss our ESG efforts. Our approach to corporate, social, responsibility and ESG is one of the ways our business produces better outcomes for our clients, shareholders and associates. Let me share some highlights of our soon-to-be published annual CSR report.
First, our ongoing dedication to the progress of our associates through professional development. In 2022, we filled 45% of exempt roles with internal Fiserv associates. Second, our continued investment in minority, women, veteran, ethnically diverse, LGBTQ+ and disability-owned businesses through our back-to-business program in the U.S. and U.K. We have awarded more than 1,600 grants to eligible merchants since the inception of the program. Third, our commitment to continue to improve our collection and disclosure of greenhouse gas emissions and energy data. Not only have we aligned our 2022 CSR report with the Task Force on Climate-related Disclosures framework, but we have also provided 3 areas of data and a foundation for measuring the impact of our ongoing GHG and energy initiatives. These factors are reflected and being named to Forbes List of America's Best Large Employers, which is based on a poll of employee recommendations released in the first quarter. We are equally proud of another recognition received in the first quarter as one of America's Most Innovative Companies by Fortune. I started off this discussion by highlighting the importance of the investment in innovation, and this is another proof point on just how seriously we take technology innovation on behalf of customers and our future.
This time of year is often marked by the release of ranking figures tabulated for the prior year. And my time in banking left me with an affinity for league tables that I know you also share. I'm pleased to report that Fiserv has retained its #1 position in 8 categories:
core account processing; merchant acquiring; mobile banking; online banking; issuer processing; bill payment; person-to-person payments; and account transfers.
And that brings me back to where we started our discussion today. The importance of scale in sustaining investment and driving innovation. I thank the 41,000 employees of Fiserv who helped get and keep us here. I know that I speak for all of them when I say, we intend to maintain the privileged position we hold. And now operator, please open the line for questions.
Operator:
[Operator Instructions] Our first question comes from Tien-Tsin Huang from JPMorgan.
Tien-Tsin Huang:
Just wanted to maybe ask you to elaborate a little bit more on the month-to-month trends, including April. I heard some of the commentary on consumer spend and gas. But also curious around bank IT spending. I know you lifted the lower end of your outlook. Sounds like you feel confident in the timing of implementations on deals. So if you could just maybe elaborate on that and a little bit more on the consumer side, that would be great.
Frank Bisignano:
I'd say as much turmoil as we had in March, volumes were very high. You hear us talk about what I call a backlog, meaning our books told that being implemented right now, we expect that to be very strong, [ wouldn't ] in the second half.
Demand, still very high from financial institutions. I've spent a lot of time with our client base. And the demand for digital, you heard us talk about the demand for Finxact, also our clients are building bigger businesses than trying to gain share also. So we feel good about the bank IT spend. And we feel good about our position with our client base right now. Hope that answers your question.
Tien-Tsin Huang:
Just my follow-up then, if you don't mind just -- I know you've called out the Uber win on the STAR and Accel networks for CNP routing. We've been -- I think, I've asked you a few times, Frank, on Reg II. So you mentioned a strong pipeline. You see a burst in potential deals and revenue leading up to that? Or is this going to trickle into the second half of the year? Just trying to understand the...
Frank Bisignano:
I think it's second half and beyond. I think it's probably more a '24 than a '23. We should see some of it in '23, but I think you'll see more of it in '24.
Operator:
Next, we'll go to the line of Ramsey El-Assal from Barclays.
Ramsey El-Assal:
I wanted to ask you about the spread between merchant volume and revenues, which widened a little bit this quarter. If you could just update us on the primary drivers of that spread, product mix, geographic mix, pricing, other factors. And also just on the sustainability of those drivers in terms of driving revenue over the year.
Robert Hau:
Yes, Ramsey. As you've heard us talk about, there's lots of variation quarter-to-quarter in terms of that spread that you talk about. There's a combination of things like mix of small businesses versus enterprise of hardware versus processing.
As you heard, we introduced some new hardware in the last few months. We've got some more coming in the balance of the year. That will drive it mix of international -- there are 3 regions, LatAm, EMEA and APAC with particular strength in LatAm and in APAC right now. More penetration of value-added services. You heard us talk about that stepping up 150 basis points to 17% in the quarter. Mix of PayFacs and ISVs and ISOs. So lots of different elements, which is why we try to push on tracking our overall revenue growth. And as you've heard us say, we're focused on getting more merchants and selling more to those merchants. And we're seeing that benefit the last several quarters, and we expect that to continue as we march towards our goal of $10 billion of revenue in this segment by 2025.
Ramsey El-Assal:
Okay. So quite a few different factors contributing there. A follow-up for me is just on the international growth and merchant. It seemed just incredibly impressive. What are the kind of common threads between the different markets where -- that are helping to drive that growth? Is there anything that's going on outside the U.S. that's sparking that kind of growth?
Frank Bisignano:
Well, I think you've watched us build out our international business for years. I mean, there was a point in time where we didn't have a business. In Brazil as an example, and then we've built it out. You heard us talk about Caixa. That's still ramping up.
When you look across Asia Pac, you could see us winning business there. So I think it's a tried and true as having our feet completely embedded on the ground in terms of our capability. In some cases, Clover leads. But it's always been an investment for us in innovation, running a global franchise. And I think on top of it, it's beyond the merchant. It's issuer along with it, which allows the payment segment also to get the benefit of our geographic dispersity. So it's a continuation of our strategy we laid out going back to 2020. And we'll continue to invest in those markets. We like the growth in those markets. We run those regions separately, and we feel great about our leadership on the ground there, too.
Robert Hau:
Ramsey, I think that's one of the distinctions for us, and it's been one of the keys to our success. We have local leadership. We don't have an international business. We have 3 regions, and those 3 regions are run by local leaders who are physically present in those regions and know those regions. We operate as a global business, and so products and solutions. Clover is a global solution but it's brought to those regions through those local regional leaders. And of course, across all of the regions, we continue to be the full partner of choice, and bank partners are one of the key methods.
Frank talked about Caixa. In Europe, we announced our Deutsche Bank joint venture. We've got partnerships in Asia Pac, in Singapore and in India, et cetera. So it's a global reach with a very local leadership.
Operator:
Next, we'll go to the line of Lisa Ellis from MoffettNathanson.
Lisa Dejong Ellis:
Good stuff here. Frank, you highlighted Fiserv's ongoing readiness efforts related to the rollout of FedNow coming in a few months. Can you just elaborate a bit on how you anticipate and I guess maybe how quickly you expect FedNow to begin impacting Fiserv's business and where we'll see that benefit?
Frank Bisignano:
Yes. I mean, we've always had a philosophy that we are a commerce enabler, right? So as new payment types and changes to payment types, just how we do with Zelle. If you go back to places like Apple Pay, it's just a philosophical belief that we are here to help our clients grow their business. We are here on purpose-driven method to help them run their business better. And when new initiatives like FedNow come along, and we have thousands of banks and credit unions across the country that are looking for different payment methodologies to allow them to deliver for their clients who are going to enable it.
So we partner obviously with the Fed on this. I see it as another payment type. I think it's good for our large institutions and our smallest. And I suspect it will get volume. It's -- for us, it's a very good choice to enable payments, just like Zelle was a very good choice to enable payments. So we're pretty excited. Adoption will drive all. It will be a single integrated interface to allow our clients to be able to come in seamlessly through our network and I look forward to reporting on it when we talk next quarter.
Lisa Dejong Ellis:
Terrific. And then maybe just for my follow-up, I'll ask about investment areas because you did call out how Finxact, Ondot and some of your other recent acquisitions are having a very noticeable positive impact on Fiserv. So just looking forward, what are some of your priority investment areas like sort of the hot areas right now, [ yielding ] either for organic or inorganic investment?
Frank Bisignano:
Well, I would say you have to start with a series of items. Carat, Clover, we're leaning heavily on both of those. I think we've grown them organically very well. But we've also added BentoBox, Merchant One, Nextable. So you'll see us do both. I think we have a very, very strong track record.
Starting with Clover, moving to Ondot, moving to BentoBox, Finxact of bringing founders in and helping them grow their business at a different level, right? I think you can see a vertical focus. You see us with driving value-added services. So I would say that's a large part of the merchant story, and that will happen in the U.S. and within our regions also. I think when you think about Finxact, you think about what I feel is the best next-generation platform out there. And both Finxact and DNA are very, very strong assets. We do have great assets like Signature also, but when you think about the buildout, you should think about us taking Finxact and DNA to the next level, to the best cloud platform in the industry between the 2 by far. And when you see the investment we're making to bring Walmart up, and they're up and running in the early stages, that will industrialize us in that platform beyond anyone's expectations when we acquired it. If you look at our payments areas, we will continue to bring in the issuing area a lot of digital innovation. We're cloud enabling those platforms to take them to the next level. I think you've seen that we've been hugely successful in the issuing area even as late as Desjardins and Target coming on. So we'll continue to invest in those platforms, growing out and bring more value-added services there, more digital capability there also. I think along with that, what we're doing with things like SpendLabs and -- is we're opening up a whole new SMB opportunity within our portfolio that we think will transfer itself whole -- our whole organization. And we believe deeply in SMB and the combo of SpendLabs and Clover and other assets that we brought onboard, and it will really allow us to even have more wallet from our SMB population. And then Ondot, you saw us take something that was a card control, card access capability and bring it into the mobile banking platforms of over 1,000 institutions. So I think you also look at the speed in which we ramp these products, the way we integrate them into the company. We think we have a pretty strong expertise in that and you can count on that, continually driving future growth for the company.
Operator:
Next, we'll go to the line of Timothy Chiodo from Credit Suisse.
Timothy Chiodo:
Great. I want to dig in a little bit more on the recent STAR and Accel wins. So you mentioned numerous of those, the Uber, the large merchant acquirer last quarter and more in the pipeline. I want to just recap the value proposition. When you're speaking with these acquirers and merchants, I'm assuming part of it is lower interchange, network fees. There might be a bundled sales approach. There might be an authorization angle. If you could recap those and maybe add to the list.
And then lastly, if at all possible, if you could just comment directionally in terms of market share goals. Is the goal for U.S. online debit for STAR and Accel to be in a similar position to your share for the in-store debit market in the U.S.
Frank Bisignano:
So first, I think you did a pretty good job. So thank you, in describing the opportunity. And I would say, yes, we're in the client's office every day, right? Large institutions, and we're talking to them about our full capability.
I'd say we get a lot of imbalance from large institutions because if you're the third debit network, I think it's a very strong position. And the combo of STAR and Accel is very, very powerful. It's good for our merchants, it's good for our issuers. And I don't want to lose that, it's a 2-sided benefit. That benefit is us having invested in these products for a long time and consistently felt that it was a value-add to our clients, both large and small. It is about technical capability, not just about a lower price, right? Of course, every one of our businesses as the industry would call them merchants, I think of them as businesses. And always working on how to get a better client experience and how to lower the cost of acceptance. We're here to provide them the enablement they need. When you think about market share, you hear us rattle off those #1s and then we rattle off #3 in debit. I think that's a pretty privileged position. Those are formidable and fabulous institutions, 1 and 2. So our job is to give our client choice, right? And if we give them choice, we do come with an all-inclusive capable set of assets that we deliver to clients. It could be a cost debit routing. It's the capabilities of Reg II. It's also the pay by bank capability that you heard about. Over time, it will potentially be things like FedNow and Zelle capability. Our job is to have the bundle, have the capability, help both issuers and merchants be able to get a better outcome. And I think we're uniquely positioned out of everybody in the industry. It's really the power of having a merchant business and issuing business, a banking business. And we're a horizontal company that allows us to partner cross-sell businesses to give the best solution for the clients. And that's why sometimes when we look at it, we look at it, how did we deliver on the top in total? And how did we deliver in margin in total and making sure we're doing the best job for our clients and our shareholders.
Operator:
Our next question comes from Dave Togut from Evercore ISI.
David Togut:
Within the Fintech segment, the 12 core wins are certainly good to see. Can you talk about decision cycles, sales cycles and how they might be evolving post the regional bank crisis from early March?
Frank Bisignano:
Yes. I mean, first of all, I don't -- I didn't see a regional bank crisis. I saw tremendous turmoil. I think we have banks of all sizes from the largest in the world to 13-person credit unions, and there was not across -- and this is me talking to you about my interaction with my client base.
In their office, during this period of time, while I was on the road, whether it was Topeka, Kansas, we saw that Missouri -- Springfield, Missouri, Raleigh, North Carolina, all across, we have very, very sound banks across this country that really performed very, very well and have always ran their asset and liability structure in a manner that I've seen through my career. So little bit -- I'm sorry for that take off, but I wouldn't want to name it as a banking crisis. There was turmoil, I see demand very high. Every one of those were creating opportunity that I rattled off during that week. I still -- I've been consistent on demand is high, opportunity to sell all products is very high. I mean, if you step back and look at of 2, FI-facing segments, you look at it over the past 3 quarters. Third quarter at 7.7% growth, fourth quarter '22 at 9.2% growth and first quarter of 23% at 9.4% growth. Those feel good to us. Our pipeline is strong both in traditional products and then in our new opportunities like Finxact and Ondot and others. So I feel very, very good about -- yes, there was maybe, as I called it, a little coastal problem. But I felt throughout the country, it's been very, very strong. And baseline to us, we were all over, how to help them through it and deliver what they needed during that turmoil. And I feel good about how the org performed.
David Togut:
Appreciate that. And just as a follow-up, perhaps, Bob, can you talk about the key drivers of operational effectiveness or operational excellence that will sustain margin expansion in your midterm range.
Robert Hau:
Sure. And Dave, this is quite frankly, it's just old-fashioned productivity. This is really what has been at the core of our company for a lot of years.
The last couple of years have been focused on integration and cost synergies. And so this is returning back to basics with integration synergy behind us from the large merger back in middle of '19 and getting into productivity, reevaluating how we do everything and why we do what we do. It's things like implementing our new SAP system and streamlining the process and getting more information out of the hands of our business leaders more quickly so that we can make decisions faster. And it is, like I said, evaluating what we do on a day-to-day basis and streamlining that process so we can be quicker, more nimble, satisfy our clients and serve them in the way they need to be served with greater speed and efficiency.
Operator:
And for our final question, we'll go to Dave Koning from Baird.
David Koning:
Great job. And maybe just my 2 questions on merchant. First one, ex Clover, it seems like you still did mid- to upper teens revenue growth in Acceptance. So I guess my question really is, are you taking sure -- even without Clover, it seems like you're taking a lot of share in the industry. Is that fair to say?
Robert Hau:
Yes, David, I think we had yet another very strong merchant quarter across the board. Contributions, yes, Clover continues to do well. We continue to serve our enterprise clients and gain there. Our international business, as you heard, hitting on all cylinders. So this is -- Clover is a big part of this segment, no doubt about it, and a big part of growth. But we laid out our intent, our goal to get to $10 billion by 2025.
Clearly, Clover is part of that. But our enterprise clients, our non-Clover SMB clients, our international region is all part of that. And all are contributing to the growth in first quarter, and last year for that matter.
David Koning:
Yes. Great. And just as a follow-up, I think there might be a little misconception on the Street, just that volume growth being mid-single digits seems to be losing momentum. But when I look at it, I think over 1/3 of your volume comes from bank JVs that generate almost no revenue. And I mean, I think those -- that all could almost go away, and you still probably would have beaten consensus this quarter. Is it fair to say is that maybe where some of the slowness is where it's the very high-yielding stuff actually is growing volume quite fast?
Robert Hau:
Yes. Overall, it's hard to be concerned in my mind with 18% top line when we did 17% for the full year last year, and to your earlier question, and taking share across the board. There's lots of different elements to that volume. It did ease a bit, and certainly the bank joint ventures are part of that.
We have some processing revenue -- processing volume that doesn't drive big revenue and big profitability for us. And obviously, we continue to focus on that. And as we talked about, geez, a little more than a year ago now. And we think that, that holds going forward from a revenue standpoint but isn't a big growth driver for us.
Frank Bisignano:
Yes, I'd like to thank everybody for their attention today. Please feel free to reach out to our IR team with any questions. Have a great day, and I look forward to talking to you. Thank you.
Operator:
Thank you all for participating in the Fiserv first quarter earnings conference call. That concludes today's conference. Please disconnect at this time, and have a great rest of your day.
Operator:
Welcome to the Fiserv 2022 Second Quarter Earnings Conference Call. [Operator Instructions] As a reminder, today's call is being recorded.
At this time, I would like to turn the call over to Shub Mukherjee, Senior Vice President of Investor Relations at Fiserv.
Shub Mukherjee:
Thank you, and good morning. With me on the call today are Frank Bisignano, our Chairman, President and Chief Executive Officer; and Bob Hau, our Chief Financial Officer.
Our earnings release and supplemental materials for the quarter are available on the Investor Relations section of fiserv.com. Please refer to these materials for an explanation of the non-GAAP financial measures discussed in this call, along with a reconciliation of those measures to the nearest applicable GAAP measures. Unless otherwise stated, performance references are year-over-year comparisons. Our remarks today will include forward-looking statements about, among other matters, expected operating and financial results and strategic initiatives. Forward-looking statements may differ materially from actual results and are subject to a number of risks and uncertainties. You should refer to our earnings release for a discussion of these risk factors. And now over to Frank.
Frank Bisignano:
Thank you, Shub. And thank you all for listening in as we share our results for the quarter and highlight the progress against our growth agenda. As you know, we serve as the operating system for commerce and money movement across our client base of banks, credit unions, fintechs and businesses, ranging from SMBs to mid-market or large enterprises.
We help our clients grow by extending our platform to capture new services and new money flows. Our relentless pursuit of innovation for our clients yet again won us several accolades in the quarter. Fiserv was named a leader among merchant payment providers for the Carat operating system by Forrester Wave. Fiserv was also awarded the prestigious Webby Award for our Developer studio, a platform, which provides rich and expansive API integrations. Now moving to our second quarter results. We delivered a strong 12% total company organic revenue growth, once again exceeding the 7% to 9% guidance range we provided for the year. The terrific performance on the top line resulted in 14% adjusted EPS growth to $1.56, bringing our year-to-date adjusted EPS growth to 17%, at the high end of the 15% to 17% guidance range provided for the full year. We attained $180 million of actioned revenue synergies in the quarter, reaching $700 million since the merger, exceeding the increased commitment of $600 million 2 years ahead of our original commitment. The impact of high inflation and our continued investment in the business resulted in adjusted operating margin of 33.5%, down 40 basis points from second quarter last year. We continue to see opportunities to innovate for our clients. through our recent acquisitions, such as Ondot, BentoBox and Finxact, as well as organic investments across our portfolio. Additionally, these investments and accelerated revenue growth resulted in higher capital expenditures and working capital, leading to free cash flow of $658 million for the quarter and $1.3 billion year-to-date. Looking into the remainder of the year, our year-to-date organic revenue growth outperformance of 11% puts us in a very good position to beat our prior organic revenue growth guidance for the full year. Given the strength in the first half of the year, we are raising our full year organic revenue growth outlook to a range of 9% to 11%, up from 7% to 9% previously. The low end of this revised growth outlook assumes a macro slowdown in the second half versus the first half of the year. With this higher organic revenue outlook and the year-to-date adjusted EPS performance of 17% growth, we are raising the lower end about full year adjusted EPS guidance range by $0.05 to a new range of $6.45 to $6.55, representing growth of 16% to 17% over 2021. Given the elevated inflation environment, unfavorable foreign exchange and our plans to continue to invest in innovation for our clients. We now expect our full year adjusted margin expansion to be at least 100 basis points.
Now turning to the business strategy. Fiserv solutions are geared towards merchants and financial institutions, including fintechs. Starting with merchants, we are transforming from selling merchants individual point solutions to offering operating systems:
Clover for small- to medium-sized merchants and Carat for large enterprises. This operating system approach expands the size of our total addressable market and makes us more valuable to our customers.
We grow and create value in 3 ways:
First, attracting more merchants to our operating systems; second, expanding the relationship we have with our merchants by encouraging adoption of more software and services modules; and third, benefiting from the growth of our existing customer base.
Turning to our financial institution clients. We remain committed to continuously innovate for our clients and broaden our total addressable market. Since we closed the acquisition of Finxact, a leading developer of cloud-native banking solutions in early April, we have been focused on 3 key areas:
Integrating our existing digital surrounds into Finxact; selling Finxact to our existing clients as an innovation platform or sidecar core; and winning new logo sales on the Finxact solution. The feedback from both existing and new clients has been very positive.
Now let's dive deeper into our performance in the quarter by business segment. Let me start with merchant acceptance. We posted very strong organic revenue growth of 17% for the quarter. Merchant volume and transactions grew 10% and 7%, respectively. Our global active merchant accounts grew 5% in the second quarter, continuing the positive trend since the start of 2021. Results were strong across all regions. North America was led by the strength in SMBs, particularly within the restaurant vertical as well as strength in enterprise verticals, such as travel and petro. Our international regions also had very strong performance on a local currency basis, in part offset by unfavorable foreign exchange. Spending across the EMEA region accelerated during the quarter, driven by strength in hospitality, restaurant and retail verticals. Our merchant business in Latin America was very strong in the quarter as we continue to make significant progress in the Argentina market. And in Brazil, onboarding merchants throughout exclusive merchant-acquiring mandate from Caixa. We are also expanding our presence rapidly in Mexico and Colombia. Spending trends in APAC were strong, driven by a rebound in the economic activity across nearly all markets, as well as new wins and implementations. Moving to our merchant operating systems. Clover and Carat both continue to gain significant traction with clients. Clover global revenue grew 24% in the quarter, driven by volume growth of 27%, as well as growth in software and services penetration to 15%, up over 350 basis points. Clover's vertical-focused strategy continues to deliver in market with BentoBox now fully integrated into Clover for all e-commerce payments. When Bento and Clover are sold together, we see an over 3x increase in average revenue per user versus a Clover-only restaurant. In addition, UberEats was launched in the second quarter as another integrated delivery partner for our restaurant merchants. Carat, our omni-commerce operating system for enterprise clients, grew revenue 22%. We saw a broad-based growth across verticals, including petro and quick service restaurants. In the quarter, Carat made several strides in further strengthening its positioning within the petro vertical. Among the notable wins include a contract with Wawa, a large chain of convenience stores and gas stations. Additionally, we expanded our relationship with a long-standing client to introduce a customized dealer settlement and reporting platform supporting over 10,000 retail locations in North America. In keeping with Carat's mission to continuously innovate for our clients, Carat launched pay by plate, enabling our petro partners to facilitate transactions based on license plate recognition for customers that opt in, replacing the need for a physical card. Carat continues to capture new payment flows and has made significant progress across digital payouts and EBT online, with transactions growing 69% and 54%, respectively, in the quarter. Further bolstering its capabilities, Carat launched new payout options in the quarter to include digital checks, prepaid cards and crypto wallets. We also had some notable wins within our enterprise business in North America during the quarter. We expanded our partnership with Walmart to facilitate onetime digital payouts to consumers and won a contract with Sodexo, a leading global facilities management company, to digitize consumer and employee payouts. Turning to our international merchant business. We continue to show strong momentum with the following highlights in the second quarter. In EMEA, Fiserv signed a deal with Abu Dhabi Commercial Bank, one of the largest banks in the region with over $115 billion in assets and a significant presence across the retail, corporate and SMB space with over 24,000 POS terminals deployed today. Fiserv will be providing it's acquiring as a service suite of solutions, including our automated onboarding solution and omnichannel acceptance platform, with SoftPOS-enabled deployment. The bank will also benefit from Fiserv's enhanced risk, real-time broad management solutions, our merchant portal and reporting capabilities. In APAC, we went live with Sportsbet, the market leader in online sports betting across Australia; and boarded 10,000 submerchants from MYOB, a leading provider of digital business accounting services to small businesses in Australia. Moving to the Payments and Network segment. Organic revenue grew 8% in the quarter. This growth was enabled by a variety of drivers across our business lines. Our North American credit active accounts on file grew 14% versus Q2 of last year. This growth was driven by both new business onboarding and a favorable credit environment. As a reminder, in the second quarter, we completed the onboarding of Bread Financial, formerly ADS, the largest of the 3 top 25 credit issuing wins we announced in 2020. Bread was the third of the 3 wins to onboard, completing the $120 million in annual revenue related to new wins we announced at our last investor conference. Looking forward, our current implementation and sales pipeline remains very robust. Our international issuing business grew strong double digits, driven by macroeconomic improvement as well as onboarding of new clients. Our debit business continues to post solid growth, driven by new client wins on our debit networks, STAR and Accel, even as debit transaction growth continues to normalize industry-wide following the stimulus-driven high debit volumes last year. Our market-leading digital solutions, including CardHub and SpendTrack, have become key differentiators in our new business pursuits and serve to drive more cards into our debit network, more opportunities for Fiserv to offer risk, fraud, digital banking and account processing solutions, demonstrating an attractive flywheel effect. We continue to see growth in digital payments driven by Zelle, which posted transaction growth of a strong 35% in the quarter. Our 1,000th Zelle client went live during the quarter, a feat we accomplished in under 4 years of commencing Zelle implementations. And we expect this momentum to continue with line of sight into doubling our Zelle client base over the next 2 years. Fiserv recently won a competitive bid to support the state of California's middle-class tax refund program. Fiserv will manage the program and distribute prepaid debit cards to qualified program recipients. This win reinforces our position as a leading provider of government programs, an area of expanding opportunity. We had a notable win in the student loan processing space which will considerably extend our position as a provider of choice to student loan servicers. We continue to win credit processing mandates globally. In the second quarter, we expanded our relationship with a U.K.-based financial services company, NewDay, to provide processing and other services as they relaunch the John Lewis Partnership card, one of the U.K.'s most popular retail rewards credit cards. Moving to the Financial Technology segment. We posted another strong quarter with organic revenue growth of 7%, driven by strength in our account processing and digital activity as well as the timing benefit of periodic revenue. We had 7 core wins in the quarter, including 4 competitive takeaways. Sales of digital surround solutions continue to grow at a healthy clip, driven by our 3-pronged approach. Our proprietary online and digital banking solutions with integrated surround solutions, such as CardHub, Zelle and SpendTrack, offer a leading modern banking experience for our clients and users. In keeping with our open sourced approach to serving our clients, we are also pre-integrating third-party digital solutions into our cores and making these solutions discoverable to clients their our app marketplace. Last but definitely not least, we are making our platform attractive to the developer community by exposing our microservice APIs through our Developer Studio with the goal of becoming the destination of choice for the embedded finance ecosystem, including card issuing and processing, merchant and core banking integrations. And Finxact further cements our lead in next-generation banking. Our Finxact product was selected by Colorado-based National Bank Holdings to utilize Finxact's modern core to pursue an SMB-focused digital-only greenfield initiative called 2UniFi as part of their initial modernization effort. As an example of cross-selling Finxact into Fiserv's existing core clients, Massachusetts-based Martha's Vineyard Bank will utilize Finxact's open APIs to deliver innovative new products and services across all channels, including highly personalized experiences for its customers. The combination of Finxact's technology and Fiserv's size and scale, ecosystem of digital surrounds and knowledge of banking, is winning over other competing offers in the market. Together, we are delivering value to our clients by accelerating their modernization journey. Now let me pass the discussion to Bob for more detail on our financial results.
Robert Hau:
Thank you, Frank, and good morning, everyone. If you're following along on our slides, I will cover additional detail on total company and segment performance, starting with our financial metrics and trends on Slide 4. We had a strong second quarter thanks to our execution across the business and our broad portfolio of products and services.
Total company organic revenue growth was 12% in the quarter with strong growth across all segments. Notably the Merchant Acceptance segment, which grew 17%. Year-to-date, total company organic revenue grew 11%, also led by the Merchant Acceptance segment, which grew 18%. Second quarter total company adjusted revenue grew 10% to $4.2 billion and adjusted operating income grew 8% to $1.4 billion, resulting in an adjusted operating margin of 33.5%, a decrease of 40 basis points versus the prior year. For the first half of the year, adjusted revenue grew 10% to $8.1 billion and adjusted operating income increased 10% to $2.7 billion, resulting in adjusted operating margin of 32.7%, consistent with the first half of last year.
The adjusted margin was impacted by a combination of factors, including:
First, cost inflation for both labor and material, including point-of-sale terminals for our Merchant Acceptance segment and paper and plastic for our Payments segment; second, investments related to new acquisitions, including BentoBox and Finxact; and third, continued reinvestment into the business, including wrapping up of the Fiserv-First Data integration projects. As we previously indicated, these began ramping down late in the second quarter and into the third quarter. This will lead to improved margins as we complete the spending and as the benefits of those projects materialize in the second half of the year, particularly in Q4, leading to a strong exit rate for 2023.
Second quarter adjusted earnings per share increased 14% to $1.56 compared to $1.37 in the prior year. Through June 30, adjusted earnings per share increased 17% to $2.96, at the high end of the 15% to 17% guidance range which we provided for the full year.
Free cash flow came in at $658 million for the quarter and $1.3 billion for the first 6 months of the year. Free cash flow conversion was 65% to adjusted net income this quarter and year-to-date. The free cash flow conversion was driven by a combination of:
First, increased capital expenditures, particularly in the areas of innovation and integration of newly acquired capabilities; second, increased working capital investment, driven by the very strong revenue growth, including growth in anticipation revenue in Latin America; third, increased inventory to minimize any potential impact to our clients given the risk of supply chain disruption; and fourth, continued investment in software and application development to drive sustainably higher growth across the business.
As we look forward, we expect the free cash flow conversion to improve meaningfully to end the year at 90% to 95%, which is slightly below our previous outlook of 95% to 100%. We are focused on serving our clients with innovative solutions and sustainably stepping up our growth rate for the company to high single digits or even better this year from historic levels of mid-single digits. Now looking to our segment results, starting on Slide 5. Organic revenue growth in the Merchant Acceptance segment was a strong 17% in the quarter and 18% year-to-date. Adjusted revenue growth in the quarter was 14% and 16% for the first half. Merchant volume and transactions grew 7% and 5%, respectively. When excluding the loss of a processing client mid last year, which we will fully cycle through in the third quarter, merchant volume and transactions grew 10% and 7% in the quarter, respectively. Clover, our operating system for small and medium-sized businesses, continues to build on the strength of its product offering to attract and retain more merchants and expand relationships with them. Clover posted a strong 24% revenue growth for the quarter and 30% year-to-date. Quarterly Clover GPV was $58 billion or $233 billion on an annualized basis, up 27%. Our ISV volume in the quarter through Clover Connect grew 39% and 44% year-to-date. We signed 45 ISVs this quarter, bringing our total signed to 89 year-to-date. Carat, our omnicommerce operating system for enterprise clients, grew revenue 22% in the second quarter. Adjusted operating income in the Acceptance segment increased 13% to $593 million in the quarter, and adjusted operating margin was down 20 basis points to 31.2%. This was driven by inflation and continued investments in the business for growth. Year-to-date adjusted operating income improved 17% to $1.1 billion and adjusted operating margin grew 20 basis points to 29.9%. We expect adjusted margin in the Merchant Acceptance segment to improve in the second half of the year as we see the benefit of lower inflation, continued strength in revenue and productivity. Turning to Slide 6. The Payments and Network segment posted organic revenue growth of 8% in the quarter, at the high end of the 5% to 8% medium-term guidance range. Notable growth drivers in this segment include active accounts on file in our North American credit processing business; the output solutions business; our debit networks, STAR and Accel; and Zelle, led by an increase in the number of clients and transaction growth. We expect the momentum in this segment to continue through the rest of the year, resulting in the full year organic revenue growth rate to come well within our medium-term outlook of 5% to 8%. Adjusted operating income for the segment was up 5% to $668 million, and adjusted operating margin was down 80 basis points to 43.8%, driven by a combination of inflation and investments in the quarter. Year-to-date, adjusted operating income was up 6% to $1.3 billion and adjusted operating margin was up 20 basis points versus last year at 43.2%. Moving to Slide 7. The Financial Technology segment organic revenue grew at 7% in the second quarter, resulting in 6% growth for the first half, at the high end of our 4% to 6% medium-term guidance range. As Frank mentioned, we added 7 new core account processing clients in the quarter, including 4 competitive takeaways. The combination of Finxact's modern core and Fiserv's leading digital surrounds is winning in the client's office. Adjusted operating income was up 3% in the quarter to $281 million and up 7% to $556 million year-to-date. Adjusted operating margin in the segment decreased 120 basis points to 35% in the quarter, driven by investments in Finxact, which we acquired early in the quarter; as well as increased organic investments in the business. For the first half, the segment's adjusted operating margin grew 30 basis points to 35.2%. The adjusted corporate operating loss was $125 million in the quarter and $247 million year-to-date. The adjusted effective tax rate in the quarter was 21% and was 19% for the first half. We continue to expect 2022 adjusted effective tax rate to be approximately 21% for the full year. Total debt outstanding was $21.5 billion on June 30, and debt to adjusted EBITDA ratio was 3.0x, in line with our target leverage. In June, we increased our bank revolver to $6 billion from $3.5 billion previously and extended the maturity to June 2027. The new revolver provides additional capacity and flexibility. During the quarter, we continued our disciplined capital allocation strategy, repurchasing 5.1 million shares for $500 million. We had 32 million shares remaining authorized for repurchase at the end of the quarter. Additionally, we have had nearly $400 million of share repurchases so far in July. We are fully committed to our long-standing capital allocation strategy, which includes maintaining a strong balance sheet, repurchasing shares and pursuing high-value and innovative acquisitions. With that, let me turn the call back to Frank.
Frank Bisignano:
Thanks, Bob. I'm very proud of the results we've accomplished, with another quarter of double-digit growth in both adjusted revenue and adjusted EPS. In the second quarter, we published our 2021 CSR report, which included a number of key enhancements to add disclosures and respond to new reporting standards on environmental impact and corporate governance. We are proud to share our ESG journey as we continue to optimize the business while generating value to shareholders and communities.
In June, we expand our back-to-business program in Nebraska. In addition to a $10,000 grant, businesses receive access to innovative business management technology from Clover, ongoing community support and small business resources. Our program in Nebraska is expected to award $1 million in grants for small diverse businesses. We are incorporating green building design principles as a priority for our offices and facilities. In the second quarter, Fiserv received LEED Gold green building certification for our Downtown Manhattan location. And we are working toward LEED status at the completion of our Berkeley Heights, New Jersey and Dublin, Ireland hubs. Finally, before I turn it over to the operator for Q&A, I'd like to thank Shub for her terrific work as our Head of Investor Relations for the last 18 months. Shub is taking on a new assignment as our Head of Strategy, and I look forward to continuing to work with her. I'm pleased to welcome Julie Chariell, who is with us today, as our new Head of Investor Relations. Welcome, Julie. I will close by thanking our more than 40,000 hard-working Fiserv associates around the world for working relentlessly to serve our clients and you, our shareholders. With that, operator, please open the line for questions.
Operator:
[Operator Instructions] For our first question, we'll go to the line of Dave Koning from Baird.
David Koning:
Great results across the board.
Robert Hau:
Thanks, Dave.
David Koning:
Yes, I thought one of the most interesting things, volume up 10% in merchant. Yield must be up 7%. I think that's the biggest in maybe ever that we've seen. Is that primarily -- you called out mix of SMBs, but there could be pricing components or just more services to the merchants. Is there any 1 or 2 of those that's more prevalent? And how sustainable is that?
Robert Hau:
Yes, Dave, thanks. As you heard us say over the last couple of quarters, we don't necessarily -- like to necessarily track yield. And the fact is we're not managing for yield, we're managing for revenue growth and overall margin. There's always quarter-to-quarter fluctuations. This quarter, last quarter are 2 examples where both yield is positive. As we continue to sell more value-added services, as we see more revenue per merchant, obviously, we see the benefit of yield.
And yes, we see that it -- we believe our overall revenue growth is sustainable, and we'll continue to see good growth in the business. Some of that will be "yield" because of more value-added services. Some of that will be more transactions.
David Koning:
Great. And then just as a follow-up, just on margins. I know you called out investments and inflation impacts. But as we look in the back half, I think it has to be up about 200 bps in the back half, 200 bps year-over-year. Is Q3 or Q4 above or below that? Like maybe the cadence just of the 2 quarters remaining.
Robert Hau:
Yes. I think you should expect the margin to improve into Q3 and more so into Q4. The combination of -- we do anticipate inflation to subside a bit from the very high levels we saw in the first half of the year.
Additionally, as we've talked about in the prepared remarks as well as last quarter, we have this carryover work that we have going on from an integration standpoint. Last year, we dialed those costs out. We added them back to adjusted earnings. Beginning in January 1 of this year, we stopped dialing that back out. And therefore, you see those costs hit in Q1. In Q2, they started to ease. In the latter part of Q2, they will continue their easing rate. So those costs go away. In addition, you get the benefit or the productivity out of that integration work. And so you'll see a bigger improvement in fourth quarter than you do in third, and second half stronger than the first half.
Operator:
Next, we'll go to the line of Lisa Ellis from MoffettNathanson.
Lisa Dejong Ellis:
I think I'll start with actually the follow-on question to Dave's question. Same question for you, Bob, on the free cash flow bridge throughout the remainder of the year. Conversion running 65% year-to-date, you're now expecting 90 to 95% for the full year. Can you just help us with what gives you confidence in the improvement in conversion in the second half?
Robert Hau:
Yes. Lisa, so I think a couple of things there. One, we definitely see the improvement in inventory in the back half of the year. We have been buying significant amounts of inventory, both in terms of point-of-sale devices, but also in paper and plastic for our Payments segment, our output solutions business payments. We see that easing into the second half of the year. That was done not only the case of actual point-of-sale devices, but some components to protect our clients from having hardware available. And we see that easing in the second half of the year so we'll see an improvement there.
Overall, I believe working capital will improve into the second half as well as some improvement in CapEx from a timing standpoint. And then, finally, as we see improved margins, a bit more productivity to get more cash flow.
Frank Bisignano:
Yes, I would just add. We've had tremendous opportunity for greater product build-out, organic opportunities and market opportunities. We didn't look at it -- I now look at Finxact, Bento and Ondot as 3 examples where I think we are very, very pleasantly surprised by the opportunity to have a much larger footprint on those. Finxact would be a perfect example. We're building into industrial strength at a much faster speed.
And I think one of the other items I highlight is we have increased our speed of execution. You see in our revenue numbers, it does affect our CapEx number also. But if you look at the speed at which we implement, the size and scope of which we operate, it's been a very, very good, strong trajectory, increased speed and execution.
Robert Hau:
And Lisa, I think those 2 last elements that Frank pointed out is really at the heart of why we've taken our full year outlook down from the 95% to 100%, now 90% to 95%. Continue to see those opportunities, and we want to work those opportunities.
Lisa Dejong Ellis:
Okay. Good. And then my second one is more of a strategic question related to Zelle because you had a number of Zelle-related call-outs this quarter
Robert Hau:
Yes. I think overall, it's a relatively small piece. It's, call it, roughly 2% of the Payment segment. We've obviously seen good growth there and is part of the growth driver of the business. And as that continues to ramp, now we have a number of financial institutions, and therefore the number of users, as we see more and more ubiquity of that capability of that tool, i.e., more consumers making more payments, we'll continue to see good growth and so.
Operator:
Next, we'll go to the line of Tien-Tsin Huang from JPMorgan.
Tien-Tsin Huang:
Congrats to Shub on the new role. I'm excited for her. On the -- I just want to upfront ask on the visibility side, if you don't mind. Just any interesting trends in July to call out? Are volumes and new sales ramping as expected? And same thing on the cost side. You have better visibility now on the cost to support this better revenue growth.
Frank Bisignano:
Yes, I'd say first of all, look at July volume. It's getting in line with Q2. The consumer remains resilient, fundamentally in line in volume and transaction standpoint also. So although the month's not over, this month seems to be continuing in the fashion.
And visibility on the expense side is very, very clear. We have clear line of sight. Obviously, we made a bunch of decisions to grow this business, probably at a level that is where we like it. And we continue to see that opportunity, but we do see the opportunity to take down expenses on a run rate basis relative to margin, or productivity opportunity to put our productivities in front of us. Probably don't have to -- we know how to get it very [ well ].
Robert Hau:
And Tien-Tsin, as I pointed out, and obviously, we expect inflation to subside a bit. We have the productivity of completing those integration projects. Those have been ramping down as of the kind of middle to end of second quarter. You see clear line of sight to see that continuing into Q3. And we see good opportunities to continue to invest, focused on sustainably growing this business much faster than it has in the past, taking our revenue guidance up this year from previously 7% to 9% to now 9% to 11%. And those opportunities that Frank talked about to increase our speed of execution and drive innovation not only is an impact to cash flow, but margin. And therefore, you saw us lower margin a bit even though we took up EPS given stronger growth.
Tien-Tsin Huang:
Got it. Overall encouraging for sure. Just my quick follow-up, just with your target leverage now. You bought a lot of stock, it sounds like, in July. Curious on the appetite to continue with the buybacks versus doing deals. It seems like there are some payment fintech properties for sale out there. So just curious if there's any change in thinking.
Robert Hau:
No. I would say no change in thinking. The strength of our balance sheet and our cash flow gives us the opportunity to both buy back shares and look for value-accretive acquisitions, and we'll continue to do that.
If you look, we did about $1.4 billion through yesterday or so, through July so far. But we also completed a number of acquisitions. And in fact, what, over the last call it, 15, 18 months, 7 different acquisitions for about $2 billion while we're also buying back shares. So we'll continue to do both. As you know, we're in the market regularly. We clearly believe there's real opportunity in the value of our stock, so we'll buy back. But we also look for value-accretive acquisitions.
Operator:
Next, we'll go to the line of Darrin Peller from Wolfe Research.
Darrin Peller:
Could we revisit the revenue growth strength we saw? I mean, really across all 3 segments, but if we hone in on merchant for a minute. Again, I mean, this kind of 17% growth was definitely well above what anyone, anybody expected. And when we look at the sustainability to that, is there something -- anything anomalistic in growth in this segment in the quarter, or for that matter either of the other 2 segments, that wouldn't be sustainable in your mind?
And maybe medium term, is this a sign of things to come in terms of elevated growth, first? And then just to revisit again the spread between revenue and volume. You talked about value-added services, I think, and again, SMB. But is that kind of a spread? Really, do you expect revenue to outperform volume consistently now?
Frank Bisignano:
I'd start on merchant. We purposely had investor conference to talk about how we saw it over the longer haul. And obviously, we do believe in driving up our penetration rate of software services. You saw that go up 350 basis points. at 15%. We talk about moving that over the longer haul to 25%. So ARPU is clearly a focus of ours.
Our ability to also continue to expand in markets. You hear us talk about Colombia, Argentina, Mexico, along with our vertical of -- and we feel very, very strong about our capabilities we're going to build out over the long haul in the restaurant vertical and then move into the services verticals. So we feel our partnerships continue to grow. We believe we're the partner of choice in that business. And what you see in there, obviously, we had a couple of points of inflation in there. But what you really see is the strong growth of the investments we've made, the businesses we've bought and integration capability of the total franchise. I mean, I do believe that we get leverage from our bank partners and other partners in a way that only we can. And of course, Clover and Carat are 2 leading products in the industry that we continue to invest heavily. And so I think the sustainability, minus inflation, is right in front of us. And we've been driving this for a long time and I have talked about for a long time, and you're seeing the fruits of the labor.
Darrin Peller:
Okay. And Bob, just a quick follow-up on the yield again, if you don't mind.
Robert Hau:
Sure. Yes. So obviously, very positive yield this quarter, was last quarter. There's always variability quarter-to-quarter, and so we try not to get too myopically focused on that calculation within a given quarter. We think it kind of evens out over time. As we continue to provide value-added services, we'll continue to see improvements. We are very focused on adding merchants to our portfolio, i.e., signing up more merchants. We're very focused on selling more products to those merchants. That lifts our PO and drives revenue and margins for the company.
Darrin Peller:
Okay. Guys, just very quickly, the free cash and margin profile. I mean, the business is obviously growing notably faster. So should we expect maybe a more moderate margin story going forward, or free cash conversion, just to support this kind of growth? Or is it just the anomaly-stic items around inventory build and restructuring, and either way, you should get back to that 95% longer term?
Robert Hau:
Yes. I'm not ready to update our medium-term or long-term outlook. Obviously, the crystal ball these days is a little bit fuzzy in what '22, '23, '24, '25 is going to look like. Look, at the end of the day, we're focused on driving sustainable growth in our revenue. We're up significantly from where we've been historically.
We took up this year -- we said the merchant business, the medium-term outlook was 9% to 12% in our last full investor conference at the end of 2020. In March of this year, we actually took that up and extended it. So we went out to 2025 and said we believe we'll be at 11%. So we're driving for sustainable growth. That obviously helps the top line. It's growing the bottom line. We took our EPS growth up this quarter for the full year and we'll continue to look for those opportunities to drive overall value by growing the top line, bottom line and generating great free cash flow.
Operator:
Next, we'll go to the line of Ramsey El-Assal from Barclays.
Ramsey El-Assal:
I wanted to ask about the competitive environment. And along the lines of it's sort of hard to argue, over the past few years, we haven't seen a lot of profitless, irrational competition. Are you seeing or do you expect to see any improvement in the competitive environment? I guess primarily driven by fintechs who maybe have a harder time raising capital to compete with you with.
Frank Bisignano:
I mean, the way I think about it is we run a large enterprise. We have competition in every country. We have competition in every business. I think our solutions are world-class and leading. And I think ultimately, this is about how we provide our clients an opportunity to grow their businesses, whether it's a small business, a community bank or large enterprise.
So I don't really look at it as anything other than our job is to be the best and provide the best. And from a competition standpoint, there's a lot of great competitors out there, but we feel when you look at our numbers and you look at what's going on, that we're gaining market share.
Robert Hau:
And Ramsey, maybe the thing I'd add to punctuate is, at the end of the day, we believe profitable, scaled businesses will perform over time. And competition comes and goes. We'll continue to execute, we'll continue to perform for our clients, and we'll continue to win.
Ramsey El-Assal:
Got it. Okay. Follow-up for me is, I was wondering if you could give us an update on how mix is trending in your acceptance segment. And I mean that from both an online, off-line as well as credit versus debit?
And I guess the broader question is, do you think the mix in your business has sort of stabilized at this point? Or is there still some sort of post-pandemic readjustments that need to occur in order to get back to that stabilized place?
Frank Bisignano:
I think from a debit, credit, it's stabilized. I think it's been stabilized. Maybe there's a percentage point, 2, delta from when we started pre-pandemic to now in that credit, debit mix. But I think we're at a normalized rate there. And obviously, we keep driving e-comm, we keep driving car, and that trends up. But we do have a very large footprint globally, so those move in small increments relative to the size of our merchant business.
Ramsey El-Assal:
Great. And online, offline, same story?
Frank Bisignano:
Yes.
Operator:
Next, we'll go to the line of Jason Kupferberg from Bank of America.
Jason Kupferberg:
Just wanted to start on the revenue side. Obviously, nice to see the upside there and the raise in the outlook. Can you give us just a little more detail on how to think about the segment level outlook for the year? I think I heard you say, for payments that you'd be comfortably within the 5% to 8%. Just a little bit more color across the board there would be great.
Robert Hau:
Yes, Jason, thank you. If you look at the 3 segments, obviously, we've lifted the full company from 7% to 9% previous outlook to 9% to 11%. So we're above the year -- we're above the midpoint of the -- excuse me, above the medium-term outlook that we've given in the past. In the payment segment, as you pointed out, we said during the prepared remarks that we think it's well within the range of a 5% to 8%.
Merchant, we had previously guided or provided an outlook of 9% to 12%, which is in line with our medium-term outlook. At this point, obviously, given we're 18% year-to-date, we're off to a good start in the third quarter with volumes in July continue to be in line. So we expect that to be above the guidance range or above that 9% to 12% outlook. And fintech at 4% to 6%, we're 6% year-to-date. I would expect that to be in the range for the full year basis. There are obviously some ebbs and flows with periodic revenue. But overall, we feel good about the growth rate of all 3 of our segments to be at or better than our previous outlook.
Jason Kupferberg:
Okay. And just a follow-up on costs. Can you just comment on your ability to pass some of these inflationary items on the labor material side on to your customers, perhaps with some sort of lag? It seems like that's probably the biggest driver of the 50 basis point reduction in the margin outlook for the year.
Robert Hau:
Yes. I think -- so it varies by segments and varies by business within that segment. If you think about the overall impact of inflation, Obviously, we've got some revenue growth or revenue growth driven by that inflation, but bigger impact from an expense standpoint. We do see that flowing down for the balance of the year. So both a little bit less benefit on the top line but a little less hit on the expense side. So we'll see some margin improvement into the second half of the year. That is the large driver of that, combined with those investments that we're seeing, are driving the reduced growth in our margin. Still up 100 basis points over the prior -- at least 100 basis points over the prior year, but inflation and those investments are certainly driving some of that.
Operator:
Our next question comes from James Faucette from Morgan Stanley.
James Faucette:
Thanks for all the color and detail. You mentioned the cloudy crystal ball right now. Can you just Give us a little bit of insight of how you're thinking about kind hof macro assumptions and what you're seeing maybe right now that's influencing those in terms of how you're formulating outlook for the rest of this year?
Frank Bisignano:
What -- if you go back to how we've guided. Really at the low end, you'd have to think -- you heard the comment I had made that, that assumes some macro slowdown, and that would be 400 basis points deceleration in the second half. Now I just gave in July quarter to -- month-to-date which isn't exactly showing that yet. But that look is a look of really caution relative to going on both in inflation, what's happening in the workforce dynamics, where we see interest rates. Obviously, that's the low end.
If you go to the high end of that, it's continuing the way we're continuing right now. We're not looking for anything go much better, We think and we do believe that we have a great opportunity with the M&A coming out, getting the benefit to that, and improved productivity, having put in the merger behind us, where in fact you go back in. So those are really the assumptions inside here from a macro standpoint. Bob, anything you'd like to add?
Robert Hau:
James, obviously, if you read the Wall Street Journal or pick up any news report with interest rates and inflation and, obviously, a headwind. Unemployment is quite low, that's remarkably resilient. The consumer balance sheet is quite strong. So overall, we feel pretty good about the visibility near term. It's the '23, '25, we're just kicking off our 2023 budgeting cycle.
At the end of the day, I think one of the keys to think about is the demonstrated resilience of this company in every cycle. So if we were to hit a recession, which I think some people believe we're technically in right now, how deep does that recession go? How long does it last? What's the overall input? Is it a job-full recession? All of that creates some of that murkiness. But at the end of the day, we have proven to be incredibly resilient throughout those cycles. We've got levers we can pull right now. We are making a decision given the strength of the top line, the ability to invest, and make sure that we are providing continued innovation for our clients. A little bit lower in margin, but actually raising EPS, we think, is the right near term, midterm and long-term decision. But if things were to suddenly go very soft, we've got levers to pull, we'll drive productivity and we'll continue to deliver.
James Faucette:
Appreciate that. And quickly for you, Bob, just with that rising interest rates are recapturing the impact -- potential impact on your interest cost appropriately? Or is anything that you would call out that we should keep in mind there?
Robert Hau:
Yes. I think 2 things there. One, we're about 85% fixed debt, 15% variable. The -- look, by far, the biggest chunk of that is commercial paper, and there's a balance of commercial paper both in U.S. dollar and euro. Obviously, that's going up, but that is quite a bit lower than fixed rate debt. So we're in good shape there.
And of course, as a company, we have a bit of a natural hedge. We have interest with variable rate debt, but we also have float revenue. So we have cash on the balance sheet that actually generates interest that roughly offsets that variable rate. So overall, rising interest rates, net-net, are actually good for us within reason, given that we're naturally hedged. And higher interest rates are good for our financial institution clients and therefore provide opportunity for us.
Operator:
And our final question comes from Vasu Govil from KBW.
Vasundhara Govil:
I think most of my questions were answered. I just wanted to get more color, and Bob, you alluded to it a little bit in the last answer. But just as we think, market's is obviously worried about macro concerns, so maybe you could help remind us how each of your segments would behave in a recession? Where you expect to feel most pressure, where you would see more resiliency. And then also on the margin front, what kind of cost levers you have going into a potential recession.
Robert Hau:
Yes. I think if you look at the 3 segments kind of in order of what might see impact in a meaningful downturn
This is the 37th year of double-digit earnings, assuming we deliver on our guidance for the year, which obviously we fully expect to do. That's through lots of different cycles, both good and bad. And so we believe broadly that we'll do quite well. If we see a sudden shock, go back to Q2 of 2020, obviously, at the height of pandemic, everybody took a hit, and we sustained quite well overall. So we feel good about our opportunities to weather storms.
Vasundhara Govil:
Excellent. And just one quick modeling one on FX. Obviously, FX headwinds are trending a little bit worse. Can you update us on what the expectation on that is for the year?
Robert Hau:
Yes. We've previously had been expecting about 100 basis points headwind on revenue from FX. That's now up to 200 basis points, clearly driven by euro and Lat Am, Latin America, largely Argentine peso conversion. But in general, certainly a headwind that everybody is facing.
Frank Bisignano:
I'd like to thank everyone for their time, and we look forward to talking to you. Appreciate it. Have a great day.
Operator:
Thank you all for participating in the Fiserv 2022 Second Quarter Earnings Conference Call. That concludes today's call. Please disconnect at this time, and have a great rest of your day.
Operator:
Welcome to the Fiserv 2022 First Quarter Earnings Conference Call. [Operator Instructions] As a reminder, today's call is being recorded.
At this time, I will turn the call over to Shub Mukherjee, Senior Vice President of Investor Relations at Fiserv.
Shub Mukherjee:
Thank you, and good morning. With me on the call today are Frank Bisignano, our President and Chief Executive Officer; and Bob Hau, our Chief Financial Officer.
Our earnings release and supplemental materials for the quarter are available on the Investor Relations section of fiserv.com. Please refer to these materials for an explanation of the non-GAAP financial measures discussed in this call, along with the reconciliation of those measures to the nearest applicable GAAP measures. Unless otherwise stated, performance references are year-over-year comparisons. Our remarks today will include forward-looking statements about, among other matters, expected operating and financial results and strategic initiatives. Forward-looking statements may differ materially from actual results and are subject to a number of risks and uncertainties. You should refer to our earnings release for a discussion of these risk factors. And now over to Frank.
Frank Bisignano:
Thank you, Shub, and thank you all for listening in as we share our results for the quarter and highlight the progress against our growth agenda. As you know, we serve as the operating system for commerce and money movement across our client base of banks, credit unions, fintechs and businesses ranging from SMBs to mid-market to large enterprises. We help our clients grow by extending our platform to capture new services and new money flows. Our relentless pursuit of innovation for our clients has placed us on the list of the world's Most Innovative Companies by Fast Company for the second consecutive year.
We've entered 2022 with strong momentum. We delivered 11% total company organic revenue growth in the first quarter. We expanded adjusted operating margin by 60 basis points to 32%. We also achieved 20% adjusted EPS growth to $1.40. We attained $40 million of actioned revenue synergies in the quarter, reaching $520 million since the merger, 87% of the increased commitment of $600 million for the 5-year period following the merger, and now expect to hit that goal by the end of this year. As we shared with you on our year-end 2021 earnings call, we concluded our cost synergy program, having actioned the promised $1.2 billion of synergies since the closing of the merger. As we invested to accelerate growth, free cash flow came in at $603 million. The outperformance on the top and bottom line versus our full year guidance ranges puts us in a good position to meet or exceed our full year outlook. As we evaluate the year ahead, we believe it is prudent to leave our 2022 guidance unchanged, given the uncertain macroeconomic backdrop with high inflation, rising interest rates and geopolitical issues looming. Accordingly, we are maintaining our 2022 outlook for organic revenue growth of 7% to 9% and adjusted earnings per share in a range of $6.40 to $6.55, representing growth of 15% to 17% for 2022. Now turning to our business strategy. Fiserv solutions are geared towards merchants and financial institutions, including fintechs. Starting with merchants, we are transforming from selling merchants individual point solutions to offering operating systems, Clover for small- to medium-sized merchants and Carat for large enterprises. This operating systems approach expands the size of our total addressable market and makes us more valuable to our customers. We grow and create value in 3 ways. First, attracting more merchants to our operating systems; second, expanding the relationship we have with our merchants by encouraging adoption of more software and services modules; and third, benefiting from the organic growth of our existing customer base. Turning to our financial institution clients. We remain steadfast in our commitment to continuously innovate for our clients and broaden our total addressable market. In early April, we closed the acquisition of Finxact, a leading developer of cloud-native banking solutions. We have already seen a tremendous amount of interest in the platform from existing and new clients. We believe this acquisition will augment our ability to enrich and accelerate the delivery of digital solutions to existing clients as well as broaden our client base to include large financial institutions and fintechs through banking as a service and embedded finance opportunities. We advanced our strategic focus on data and analytics. This quarter, we announced partnerships with Equifax, Finicity and MX, which will utilize our vast and highly valuable real-time data to create insights to strengthen and create new offerings across fraud, risk and marketing. While early in the journey, we expect data and analytics to be a new growth driver for us. Next, diving deeper into our performance in the quarter by business segment. Let me start with Merchant Acceptance. We posted a very strong organic revenue growth of 20% year-over-year. Global merchant volume and transactions grew 11% and 8%, respectively. Our global active merchant accounts grew 6% year-over-year in the first quarter, continuing a positive trend since the start of 2021. Results were strong across all regions. North America was led by strength in SMBs, particularly within the restaurant vertical as well as strength in enterprise verticals such as travel and petro. Spending across EMEA was strong in the quarter as restrictions were lifted in the U.K. and The Netherlands in early January, followed by Ireland, Poland and Germany later in the quarter. Travel was particularly strong, followed by restaurants and hospitality. Our merchant business in LatAm was also very strong in the quarter. We've made significant progress in on-boarding merchants through exclusive merchant acquiring mandate from Caixa in Brazil with 140,000 merchants currently on-boarded. In just 1 year since signing the agreement, we are also expanding our presence rapidly in Mexico and Colombia. Spending trends in APAC were very strong as key markets such as India and Australia continue to resume normalcy, fueling discretionary spend in verticals such as travel, retail and restaurant. In addition to the cyclical rebound, the region has continued to win and implement new business. Moving to our merchant operating systems. Clover and Carat continue to gain significant traction with clients. Clover's global revenue grew 39% in the quarter, driven by volume growth of 39% as well as close to 200 basis points of sequential growth in software and services penetration of revenue to 15%. We continue to make progress on our vertical focus. Starting with restaurants. The integration of BentoBox into Clover is well underway, and the early proof points in both lead conversion rate and ARPU are all very positive. Within the services and retail verticals we are offering merchants leading solutions to address key business functions through a combination of pre-installed apps and tailored vertical SaaS offerings. Carat, the omni-commerce operating system for enterprise clients, grew revenue 20%. We saw broad-based growth across verticals, including travel, government, technology and quick-serve restaurants. In the quarter, we had some impressive wins across omni and e-com acquiring, including a card-not-present acquiring mandate for the leading fantasy sports player, DraftKings; an extension of our long-standing omnichannel partnership with Chick-fil-A; a mandate for fast food brand Jersey Mike's Subs. Within new payment flows, Carat's leadership and digital payouts continues with the doubling of disbursement volume processed in the quarter. During the quarter, we extended our contract with Coinbase to support their launch of an NFT marketplace. We are making rapid inroads into the high-growth markets such as payment facilitators and platforms. The November acquisition of NetPay gives us a differentiated solution in the market, including fully managed on-boarding, risk and funding services to support these high-growth platform businesses. We have seen rapid growth in this end market with new clients signing nearly doubling transactions in the past year. Finally, before closing out the merchant segment, an update on the progress of our point-of-sale lending offering. Our strategy all along has been to leverage our position as the operating platform for businesses, small, medium and large, to offer a range of buy now, pay later options. We are simplifying the merchant experience through an integration into the Carat operating system for large enterprises and enabling BNPL app downloads through the Clover app market for small and midsized businesses. By enabling our clients to easily connect to BNPL providers of their choice, we are making it possible for them to offer their customers in-demand payment options in an easy-to-manage cost-effective way. Moving to Payments and Network segment. Organic revenue grew 5% in the quarter. This growth was enabled by a variety of drivers for cross-sell business lines. Our North American credit active accounts on file grew 10% versus Q1 of last year. This growth was driven by new business on-boarding and our favorable credit environment. We fully ramped Genesis Financial onto our platform in the quarter, which along with the on-boarding of Atlanticus last year, marked the on-boarding of 2 of the 3 major credit processing mandates we announced in 2020. We had solid growth in our debit networks, STAR and Accel; and debit processing businesses, driven by new wins despite the stimulus-induced tough growth comparisons in the year ago. We've seen impressive growth in engagement metrics across our FIs, driven by market-leading digital solutions like CardHub, SpendTrack, our loyalty platform and our AI-based fraud system. These surrounds not only greatly enhance the competitiveness of our credit and debit card processing offering but also serve to drive more cards into our debit network and more opportunities for Fiserv to offer risk and fraud, digital banking and account processing solutions, demonstrating an attractive flywheel effect. We continue to see growth in digital payments driven by Zelle, which posted transaction growth of a strong 40% in the quarter. Finally, while we still see softness in our bill payments business, sequential growth rates continue to improve as we create new use cases like bill pay for fintechs, including crypto digital wallets; and enter long-term renewals with large clients, notably U.S. Bank and Regions Bank. Additionally, this summer, we will launch a revamped bill pay interface to elevate the customer experience. Looking ahead, our sales and product pipeline gives us confidence in our ability to grow the payments segment in the 5% to 8% medium-term organic revenue range. Our client wins in the quarter support this momentum. We signed a long-term renewal with a highly valued client, Synchrony, spanning across issuer processing, bank services and merchant acquiring, reinforcing our commitment to providing best-in-class solutions to our clients. We continue to win credit processing mandates globally. In the first quarter, we signed a new installment loan provider, Flexiti Financial, in Canada. The debit wins in the quarter included a processing win extending our relationship with KeyBanc; and an integrated debit processing, network and digital surround solutions win with Heritage Federal Credit Union, a $900 million asset size client. These wins showcase the breadth and reach of our debit processing capabilities, spanning from smaller credit unions to some of the nation's largest financial institutions. We also continue to show the power of our enterprise offering and our competitive advantage when working with fintechs. This quarter, we signed an enterprise agreement with a new digital financial services company across bank services, credit and debit processing and output services. We will also fully on-board Bread Financial, previously known as Alliance Data, for card processing in the second quarter of this year. The tailwinds from our large-grade implementations, recent debit wins like KeyBanc this quarter, Chime and Great Southern over the last couple of quarters and the investments in our digital surround solutions gives us confidence of continued growth in Payments and Network segment. Moving to the Financial Technology segment. We posted strong organic revenue growth of 6% in the quarter. We had 12 core wins in the quarter, including 4 competitive takeaways. Sales of digital surround solutions continue to grow at a healthy clip, driven by the increased digital focus of our financial institution clients and the success of Abiliti, our modern online and mobile banking platform. Sales to existing clients help us deepen the penetration of our fully integrated digital surrounds, such as CardHub, Zelle and SpendTrack, thereby creating stickier clients. The competitive landscape continues to evolve quickly, and we believe that our fintech strategy combined with Finxact's modern core capabilities positions us uniquely to offer a full stack of offerings aimed at expanding the addressable market for embedded finance and banking as a service. The linchpin of our fintech strategy is our open finance initiative. In the third quarter of 2021, we launched our new developer portal called the Developer Studio, a platform for exposing our microservice APIs for the developer community with the goal of becoming the destination of choice for the embedded finance ecosystem, including card issuing and processing, merchant and core banking integrations. Our banking as a service capability enables financial institutions to expose modern fintech solutions to their client base to increase engagement and relevance while extending their reach into new market segments. Our banking as a service capability is also a turnkey solution for fintechs and merchants wanting to offer banking and payment services. We believe we are best positioned to power the ongoing revolution in banking as a service and embedded finance due to our footprint of community financial institutions and breadth of banking and payment capabilities. Now let me pass the discussion to Bob for more detail on our financial results.
Robert Hau:
Thank you, Frank, and good morning, everyone. I'll cover some additional operating detail on our 3 segments. If you are following along on our slides, I'm starting with our financial metrics and trends on Slide 4.
As Frank said, we started off the year strong. Total company organic revenue was up 11% in the quarter with growth across all segments, led by the Merchant Acceptance segment, which grew 20%. Total company adjusted revenue grew 10% to over $3.9 billion. Our adjusted operating income was up 12% to $1.2 billion, and adjusted operating margin expanded 60 basis points to 32%, in line with our expectations. As a reminder, we delivered 360 basis points of margin expansion in the year-ago quarter, resulting in 420 basis points of expansion over the last 2 years. We reaffirm our outlook to deliver at least 150 basis points of adjusted margin expansion for the year.
First quarter adjusted earnings per share increased 20% to $1.40. Free cash flow was $603 million for the quarter, resulting in a conversion rate of 65%, driven by a combination of:
first, increased capital expenditures in the areas of technology and integration of newly acquired capabilities; second, increased working capital investment, driven by revenue growth, including growth in anticipation revenue in Latin America; third, increased hardware inventory to minimize any potential disruption to our clients given the supply constraints; and finally, timing factors impacting cash from one quarter to the next. We reaffirm our outlook to achieve 95% to 100% free cash flow conversion for the full year.
Now looking to our segment results, starting on Slide 5. Organic revenue growth in the Merchant Acceptance segment was a very strong 20% in the quarter. Adjusted revenue growth was 18% year-over-year. Global merchant volume and transactions grew 11% and 8%, respectively. Excluding the loss of a processing client mid last year, global merchant volume and transactions grew 15% and 10% in the quarter, respectively. Clover, our operating system for small and medium-sized businesses, continues to build on the strength of its product offering to attract and retain more merchants and expand relationships with them. In the quarter, Clover posted a strong 39% revenue growth, and quarterly GPV was $49 billion or $197 billion on an annualized basis, 39%. Our ISV volume in the quarter through Clover Connect grew 51% year-over-year. We signed 44 ISVs this quarter. Carat, our omni-commerce operating system for enterprise clients, grew revenue 20% in the first quarter. Adjusted operating income in the acceptance segment increased 21% to $470 million, and adjusted operating margin was up 70 basis points to 28.4% as we balanced efficiency gains with continued investment for growth. In the quarter, we completed the sale of certain merchant contracts from an Alliance joint venture that we disclosed last year. As we shared with you on the fourth quarter 2021 earnings call, the impact of this sale is estimated to be under 50 basis points of total company adjusted revenue. It is fully contemplated in our full year 2022 outlook. Turning to Slide 6. The Payments and Network segment posted organic revenue growth of 5% in the quarter, within our guided range of 5% to 8% for the year. As expected, our credit issuer solutions business saw strong growth, driven by the growth in credit active accounts on file as well as the impact of new clients coming onboard. Our debit processing and network businesses continued to perform well, driven by the compelling value proposition of our digital surrounds even as debit transaction growth decelerated to 3% year-over-year against a very difficult year-ago comparison. Consumer demand for account-to-account and P2P offerings continued with all transactions up 40%, and the number of clients live on Zelle was up 57% in the quarter. The offsets in the quarter were the prepaid business, which faced very tough stimulus-driven year-ago comps and bill pay. Adjusted operating income for the segment was up 7% to $625 million, and adjusted operating margin was up 110 basis points to 42.5% in the quarter. Turning to Slide 7. The Financial Technology segment organic revenue grew 6% in the first quarter, including 100 basis points from periodic revenue. Adjusted operating income was up 12% in the quarter to $275 million, resulting in adjusted operating margin expansion of 200 basis points to 35.4%. The adjusted corporate operating loss was $122 million in the quarter, in line with the average of the last 4 quarters. The adjusted effective tax rate for the quarter was 17.3%, 10 basis points higher than last year. The 2022 adjusted effective tax rate should continue at the same quarterly pacing as last year and is expected to be approximately 21% for the full year. Additionally, we returned $500 million to shareholders through share repurchases this quarter. We have more than 37 million shares of repurchase authorization remaining. Total debt outstanding was $21 billion on March 31, and the debt-to-adjusted EBITDA ratio decreased to 3.0x as we approach our target leverage level. Turning to a new slide, Slide 8. We highlight our balance sheet performance and capital allocation results over time. We've made meaningful strides to lower our debt to adjusted EBITDA ratio by over 0.5 turn from Q1 last year and a full turn since the merger. Over the last 2 years, we've generated $7 billion of free cash flow and have allocated $4.9 billion towards a combination of M&A and share repurchases, representing 5% of shares outstanding. Additionally, we have deployed $2.1 billion over that time towards debt repayment and integrations, both of which are expected to significantly decline as we completed the integration of the First Data and Fiserv merger at the end of last year and approach our goal of under 3x debt to adjusted EBITDA leverage. This will allow us to allocate even more capital to value-creating acquisitions and share repurchase. Finally, turning to Slide 9. Although we outperformed on adjusted revenue and EPS for the first quarter, we feel it's prudent to keep our 2022 outlook unchanged. Given that it is still early in the year and the macroeconomic backdrop remains uncertain. With that, let me turn the call back to Frank.
Frank Bisignano:
Thanks, Bob. I am very proud of the results we've accomplished this quarter. As diversity and inclusion continues to be at the top of our CSR agenda, we are focused on ensuring alignment and investment into our employee and community engagement strategies.
In the first quarter, in addition to the Fast Company most innovative recognition I mentioned earlier, Fiserv was named as a 2022 Great Place to Work in Argentina, Uruguay, Colombia and Mexico. For the second consecutive year, Fiserv has been designated by VETS Indexes as a 5-star employer. In addition, our Nenagh technology center in Ireland has been recognized as a Great Place to Work for the fourth consecutive year. Fiserv has activated several initiatives in response to Russia's invasion of Ukraine, including financial grants for our associates, direct donations to local not-for-profit organizations and other humanitarian programs for civilians displaced in the region. We've also activated a matching donation campaign in support of American Red Cross efforts. A quick note that our 2021 CSR report will be finalized and published in the coming weeks. As I close, I would like to thank all 40,000-plus hardworking associates around the world for working relentlessly to service our clients and you, our shareholders. With that, operator, please open the line for questions.
Operator:
[Operator Instructions] Our first question will come from the line of Tien-Tsin Huang from JPMorgan. .
Tien-Tsin Huang:
I had a couple of questions. The first one, on the acceptance segment, obviously, very strong there. It looks like volume growth matched Visa's but the revenue growth did exceed that. So what's driving the higher revenue spread to volume in this quarter? And what should we expect here going -- as we go through the balance of the year? And I had a quick follow-up, if you don't mind.
Robert Hau:
Yes, Tien-Tsin. I think there's -- like we saw in previous quarters, there are a number of differences between our volumes and Visa's volumes and the international mix and cross-border mix, et cetera, et cetera. So as you said, we're in line from a volume standpoint. We had good revenue growth overall.
As we've talked, yield is a metric that ebbs and flows quarter-to-quarter. The last couple of quarters, the math has been a little bit weaker. This quarter, it's quite strong. I think there's a lot of variation in there. And it's one of the things we continue to point to, that we're quite focused on revenue growth and margin expansion, a little less so on the yield because of that quarterly variation. Clearly very pleased with the performance of our merchant segment with good, very strong growth continuing in Clover, good growth in Carat and across the board. Having a 20% organic revenue growth for the segment in the quarter is a great start to the year.
Tien-Tsin Huang:
Yes. So let me ask my quick follow-up, if you don't mind, just on the free cash conversion. I heard the CapEx and opportunistically buying some terminals here, but you're keeping the full year at 95% to 100% the same. So what's the outlook for some of the moving pieces here to drive that confidence in getting to that 95% to 100% for the full year?
Frank Bisignano:
I think -- it's Frank. First of all, it was way more than physical terminals. It was component parts also, and we thought it was a very prudent and smart move to buy ahead into the supply chain given the volume opportunities we have across the board which drive growth. So that would be clearly in the one-timer inventory category.
Obviously, we see -- as we reiterate our confidence on margin also, we see the ability to grow and expand margins as part of the confidence story going forward. And obviously, these are ebbs and flows quarter-to-quarter also and timing of capital. So I think about it in those manners. We feel great about the growth. We feel good about our ability to expand the margins. And we feel good about the ability of what we bought ahead actually thrive, grow and not have that expenditure going forward.
Operator:
Our next question comes from Lisa Ellis from MoffettNathanson.
Lisa Dejong Ellis:
I'll take payments and networks, I guess, which came in at the lower end of your long-term outlook of 5% to 8% there. I know there's a lot of moving pieces within payments and networks. You highlighted, I think, both some lapping effects of stimulus hitting the prepaid business and the debit business but then also the bill payment business, which has been a bit of a struggle coming out of the pandemic. Can you just parse those apart a little bit, meaning what was sort of onetime versus lapping issues related to stimulus in the quarter versus where we might see more of a protracted drag as we go throughout the year? And then I have a quick follow-up as well.
Robert Hau:
Sure, Lisa. So within the payments segment, stimulus certainly created a tough compare to Q1 of last year with our prepaid business. And as we saw really late '20 and into '21, a consumer shift of credit to debit, which we think was stimulus-driven, we're now starting to see that kind of revert back to mean or to norm with more move to credit than it is debit.
Of course, as you know, we get paid on a per transaction basis on the debit side, but on a credit processing side in the payments segment, we're paid on gross active accounts. And so now we're seeing a nice lift in the number of accounts, but the transaction shift from debit to credit doesn't manifest itself in revenue directly. So good growth in our credit business this quarter versus Q1, still had growth in debit but not as high as we had all of last year. Debit Q1 of last year was quite weak and came back throughout the year. And then in the bill pay and biller side, we've actually seen an improvement of the headwind. So it's still an issue for us. And we talked to a couple of things that we see, things beginning to improve over probably the last 2 quarters. The rate of growth decline has improved quite a bit. And as we go live with a number of new clients, particularly in the fintech space, and as we launch the new user interface this summer, we see continued opportunity to improve both in the bill pay/biller business but also in payments overall. And of course, as we now have implemented 2 of the big 3 credit issuers, with the third one going live here late second quarter, you'll see accelerating growth from the credit issuer side of the business.
Lisa Dejong Ellis:
Got it. Okay. A quick just follow-up maybe for Frank on the new -- I guess, new highlight around advanced data and analytics with these partnerships with Equifax and Finicity, et cetera. Can you just give maybe a little bit of color or examples of the types of offerings there? And is this kind of new revenue stream or is this more of a win rate stickiness dynamic in the bank base? Just elaborate a bit...
Frank Bisignano:
No, it's a new revenue stream. We've always believed that we had a data advantage. And we did some things organizationally, maybe you remember, at the top of the house where we've dedicated talent against it, and it is manifesting itself. We have a pretty good road map to capabilities to offer to our clients and then to jointly offer with partners and combining capabilities. That is why we believe when we come into the latter part of this year and then going into next year, a completely new revenue stream with high margins in those capabilities in providing real-time data, in providing decisioning data, and that's what we have right now.
We do see the opportunity, as we said, in marketing and other information. We yet -- haven't proved out that proof of concept yet, but the others have been proved. And we expect to be in market at the latter quarter of this year.
Operator:
Next, we'll go to the line of Darrin Peller from Wolfe Research.
Darrin Peller:
First, on the growth side, on the top line, I just want to touch on both -- first, the fintech segment. When we look at the growth, it does seem like mid-single digits seem pretty resilient now. And on top of the Finxact acquisition and what that can do, I'd love to hear more thoughts on what that can actually do to add to business given the pipelines you're seeing. But CPI price escalators potentially built in, to what extent do you expect to push those through this year? And can that also contribute?
Frank Bisignano:
The one I'd talk about, I think the team in fintech and their maniacal focus on how to serve the client and growth is showing up. We had an expectation that we would get to these type of levels. And when we laid it out in December of 2020, I think the action plans in that team and the product innovation and bringing all the components of the company where we think we have a strategic advantage actually got us to where we are today.
I think our digital assets play very, very well. So I talked about those surrounds. Our ability to have a good digital lens really is a strategic advantage. And then you saw us do things like bringing Ondot into Mobiliti, which also is a one-of-a-kind offering. And when that all comes together in the client's office, it gets us to where we are today. I think thinking beyond today, Finxact is very strategic. It -- as we had said, we think it expands our TAM capability. And we think over the long haul, a combo of our assets plus Finxact, allow us to get to other markets we weren't intending to before. So when you look at it, we feel great about the job the team has done. The Finxact acquisition, as you know, 20-plus days closed, and that's moving along very, very well. The integration of the team and the ability to deliver what we expect over the next few years from that, we have clear line of sight, we believe. And I think that's how we think about the totality of our current business, our digital offerings and our future digital offerings and expanding the total addressable market that we were addressing around that segment.
Robert Hau:
And Darrin, in terms of CPI, we do get -- particularly in our core account processing business, a typical contract does allow for annual CPI changes. Those are very typically annual items. So at the end of the year, we calculate the CPI index and apply it to the next year's billing.
And contracts vary. Some have caps, some have full CPI, and it varies across the board. But that is fully baked into, first of all, our guidance. You're seeing it in the Q1 results. And because it's an annual bill, that's locked for the year.
Darrin Peller:
I have one quick follow-up -- that's helpful. But Frank, just from an M&A standpoint, when we think about what you just said, the leverage level now below 3. Obviously, opportunistic buybacks make a ton of sense. But at the same time, there's definitely valuations coming in across the market. So can you just revisit your preference in terms of capital allocation going forward and what types of assets?
Frank Bisignano:
Yes. I think we've demonstrated a pretty balanced approach to our capital allocation, both if you look at what we did with Finxact or if you look what we've done with BentoBox or Ondot. And you'd find all of them really leaning into helping our clients grow their business with their clients in a digital framework. So I put that out there because it is largely about addressing new markets, new opportunities and how, in fact, we help our clients grow their business, which, in fact, would become the beneficiary also.
And you should expect that mindset around future acquisitions, which is just another form of investing for growth. You just saw and Bob talked through that 29% over the last 24 months of our capital allocation went into merchant integration expense and debt paydowns. And that capital is now deployable, and obviously, we will continue to have a better growth rate. And I think you should expect that we will use the same methodology of investing for growth where we believe we can leverage our assets inside the house to bring other market opportunities, and we'll be buying back the shares opportunistically and returning those dollars to our shareholders as we always have in that tried and true methodology. And we feel kind of great about what we've done so far on the capital allocation. Hope you guys do, too. And we feel even stronger about it going forward.
Operator:
Our next question comes from Dave Koning from Baird.
David Koning:
Great job. And I guess my first question, you had the investor meeting a few -- a handful of weeks ago and talked about 11.5% growth in merchant over time. Should we expect that every quarter of the year? And I guess, kind of behind that, it seems like we're entering a period maybe we'll get into smaller tickets, inflation. Pricing seems to be getting better in the industry. Now all those things contributing -- are all those fair assumptions? And then that 11.5% question.
Robert Hau:
So from a quarterly flow standpoint, obviously, first quarter closing after going through that merchant conference, we put up a 20% number. So we certainly don't expect 11.5% every year or 11.5% every quarter. Obviously, a great first quarter out of a 5-year projection, lots left to do, in very good shape in terms of executing on the multiple elements of growth that we talked about during that conference. Clover and Carat continued to perform well. We continue to invest in new capabilities there. So I feel like we're off to a great start.
Of course, that conference, I think, was in early March. So we're early into the process, but we're in a very good position, and we think we've got a great set of assets in terms of operating systems to bring to both our enterprise and small business clients. We've got a great distribution system, our global reach and geography. Frank talked about in his prepared remarks how well Caixa is going and the strength in Latin America. So I think we're hitting on all cylinders. And we're quite pleased with where we are so far, but plenty more to go.
David Koning:
Yes. Great, great. And then just one follow-up. The margin cadence through the year, Q1 was a little slower than the guidance. Q2 a little slower, too. Is that fair and then the back half is when you get maybe above the full year guidance?
Robert Hau:
Yes, that's exactly where we're at. And I believe we said in prepared remarks, we're up 60 basis points for the first quarter. That's right in line with our internal expectations, and obviously, our internal expectations have us achieving the 150 for the full year. And we continue to execute. And it's not really "a hockey stick." It's a matter of the tempo of the business.
We did, as you know, a significant amount of integration work in the last couple of years. We ended merger and integration treatment, i.e., we're no longer adding back to our adjusted results for merger and acquisition -- merger and integration spending. And we still have some of those projects going on as we finish up the, what, 2-plus years now since we merged. That will ease in -- over the next couple of quarters, those costs will be reduced, and we'll continue to get good growth and fall-through into the business. So you'll see the 150 come in over the course of the year.
Operator:
Next, we'll go to the line of Jason Kupferberg from Bank of America.
Jason Kupferberg:
I just wanted to come back to the payments segment for a second. It sounds like you're seeing some positive signals there. You've got some newer wins coming down the pike. But just so that our expectations are calibrated properly, I know you're talking about the medium-term range of 5% to 8% being good for this year, but should we think about more of the lower half to maybe the midpoint just given that we're starting the year at 5%? I just want to make sure that we've kind of got the right cadence in our thought process because I know the comps get tougher from here on out.
Frank Bisignano:
Comps do get tougher, but pipeline comes in over time, too. And I think we talked about the elements of it. Obviously, we've talked a whole bunch leading into this year about $120 million of issuer wins, and we're beginning to see them in our numbers. We also feel the assets are very, very strong assets. And you heard us talk about a change in direction on bill pay from where we were a year ago. So we feel -- we don't feel at all that we're at the low end in our range on that in the go forward.
Jason Kupferberg:
Okay. That's good to hear, sure. And just a follow-up on the Finxact acquisition. How much revenue do you expect it to contribute to the fintech segment this year? And can you just go a little deeper maybe into the go-to-market strategy there and the kind of synergy that Fiserv is going to bring to this asset?
Frank Bisignano:
Yes. Well, you won't -- Bob can talk about more, but you won't see anything in this year's numbers. So we change structurally our growth rate. Obviously, these are long cycle sales.
But the go-to-market strategy has multi prongs. One is the ability to bring to our clients today a digital sidecar if they want to. If they want to build crypto or digital bank capability, we have the ability to do that. So that expands the TAM of what we can do and I think doing that given the fact that you won't see anything in the economics for this year. But that's one element of it. The second element is the combination of DNA and Finxact together being able to bring an unbelievable offering to a number of clients in a different manner. The third is standing up fintechs and digital banks and other embedded finance. And you hear us talk about our open finance initiative and how well Finxact complements that. And then I think Finxact has a great demonstration of a current base that they've sold into that, in some cases, would be larger than where maybe our lifetime sweet spot was. But you should expect that to be more TAM opportunity. We go to market together in a very concerted fashion. And when the assets on our surrounds all come to it, it becomes a very, very strong offering. I think you'll see that growth in the outer years, not in this year, but you should expect it to be highly accretive to our growth rate over time.
Robert Hau:
Just to hit the point home on revenue this year. Of course, it would all be inorganic. So it is -- it wouldn't impact our 7% to 9% for the total company or the 4% to 6% for the fintech segment. But overall, very small from an adjusted revenue standpoint also.
Operator:
Next, we'll go to the line of Ramsey El-Assal from Barclays.
Ramsey El-Assal:
Can you guys share your updated view on consumer spending trends? Are you seeing any sign across the business that inflation or higher fuel prices or other macro factors are sort of tipping from tailwind to headwind? Any kind of clues that the robust spending levels that we've seen will prove sustainable?
Frank Bisignano:
Well, I mean, I would say if you looked at April, it fundamentally looks the same with maybe some places having a little more and some places having a little less. Obviously, areas like petro services and restaurants are holding up at the same level, maybe a little bit on travel and retail.
But clearly, we've been conscious of the consumer. And as we think about the future, we factored in what would happen if this slowdown did occur, and that's really -- that's in our prepared remarks. We talked about our prudence and prudent management around the thought process. So very little change right now, but we're very guarded and we're managing in a guarded fashion.
Ramsey El-Assal:
Okay. And I also was wondering if you could give us a little more color on the revamped bill pay interface that you mentioned that would be rolling out, I believe, in the summer. What kinds of things can you do with that business to kind of continue the nice inflection that I think you're seeing back in the right direction?
Frank Bisignano:
Yes. I think it's really about the user experience. It's all about the user experience and about giving them capabilities that were refreshing in that environment. It allows our bank partners to then be able to actually increase their bill pay capability with their clients.
So remember, we're always focused. And you hear it in my M&A comments. You hear it in how we run the business, on how we give our clients the opportunity to do more business with their clients. So think about it as a very good, easy, usable front end that actually will be the most modern you can touch, that allow much more ability for that end user to be able to navigate versus what they had before. And our banks and us believe -- that change, as we've completely built it with our banks in mind and their conversation, we believe that it allows them to get more user capability, which will equal more usage and higher engagement by the client base.
Operator:
Next, we'll go to the line of James Faucette from Morgan Stanley.
James Faucette:
I wanted to touch on the fintech segment first. Just obviously, the -- and try to get a sense of appetite of banks to spend and continue to upgrade their systems, especially given what looks to be a strong earnings period and potential for them as interest rates change, et cetera. So just what's your feel right now for opportunity sets there? And are you seeing any changes or improvements in appetite?
Frank Bisignano:
Yes. Having spent a fair amount of time in charge of the spending of banks around these assets and now having been here, what I find is that the appetite is very, very strong. The appetite being strong means if they can get digital capabilities, if they can serve their clients better, if they believe that the change is actually going to help them grow and do a better job, they're completely committed.
We've seen a lot of those DNA wins. We've seen it from small to tall, as I would like to say. And the addition of Finxact, in my mind, just has opened a lot of our current banks' eyes and a lot of our nonbanks', that we're not serving in that space, eyes towards the capabilities we can bring to them in the here and now. So I find it to be a tremendously encouraging time for that business.
James Faucette:
Got it. Got it. And as you think about -- obviously, there's lots of focus always on the merchant business and that kind of thing. But consistent with the Finxact acquisition and when you think about M&A, is there place where you feel like, okay, we need to prioritize if we're going to look at potential acquisitions on merchant versus fintech? Or based on what your -- where you're seeing traction and where you feel like there's opportunity, are you leaning in one direction or another as you're evaluating acquisitions?
Frank Bisignano:
Well, I think Finxact was a very, very big acquisition which gave us, in my opinion, the most modern platform in the industry that can tremendously scale. So I think that, that was very important and sets us up for the long haul.
If you go back to my comments earlier, I think we're very focused on helping our clients grow in places we're not -- weren't or we're not in manner. If you look at BentoBox, it allows us to move to be in the front of the store capability. What that does to ARPU for us in our restaurant business is very, very strong. And so you should expect us to deploy our capital in acquisitions more in the space of how to better serve our clients in markets that we're not collecting revenue, so investing for growth as opposed to back-end synergies and really a digital eye on all of it.
Robert Hau:
James, the one thing I'd add is, I guess, I don't think about it and I don't think Frank thinks about it as which should we do. I think given the capital we have available to deploy, we think we can do both. In the last 15 months, I think we've done 8 different acquisitions, both focused on digital as well as on our merchant business. Those digital investments benefited our merchant segment, they benefited our fintech segment, and they benefited our payments segment. And ultimately, as Frank pointed out, it's all about how can we better serve our customers so that they can better serve their customers.
Operator:
And our final question comes from Jamie Friedman from Susquehanna.
James Friedman:
This Slide 25 on the annual guide is super helpful. But Bob, I was wondering if there were any call-outs specific to the Q2 of '22. For example, are there any standouts that we should be aware of from the Q2 of '21, like periodic or anything else that we should keep in mind?
Robert Hau:
No. I guess the thing to think about is within every individual quarter last year, we had ebbs and flows of the pandemic recovery. We had a big stimulus push in Q1 of last year. Not only did we benefit by having more cash into the U.S. consumer, but we actually helped put the cash into the consumer, i.e., we issued the cards. That was a Q1 activity. And then Q2 and Q3, we saw -- and Q4 for that matter, we saw the benefit of the consumer using that cash.
But overall, if you look at the Q2 growth rate last year, it's a pretty difficult compare. We did 18% growth, in particular very strong merchant business, but that was off of a recovery of a very difficult Q2 of 2020. So -- and we feel good about the overall growth of the business, and we expect all 3 of our segments to continue to perform well.
James Friedman:
Any similar comment about the Q2 margin expectation?
Robert Hau:
Yes. We talked a little bit about this earlier. We get various flows. We actually, I think, said this back in Q4 when we first gave the 150 basis -- at least 150 basis points expansion for the full year. Because of some of the timing of the investments we're making, because of the ramping down of some of the integration work that we're no longer adding back from an adjusted operating margin standpoint, you'll see margins improve in the second half.
Obviously, we still improved this quarter; in fact, a little bit better than we expected at 60 basis points. But you'll see us reach that 150 for the full year throughout the year but more expansive, I guess, in the second half.
Frank Bisignano:
Thank you. Thank you, everybody, for your attention today. Please feel free to reach out to our IR department and team with any questions. And have a great day, and I look forward to talking to you in the future. Thank you.
Operator:
Thank you all for participating in the Fiserv 2022 First Quarter Earnings Conference Call. That concludes today's call. Please disconnect at this time, and have a great rest of your day.
Operator:
Welcome to the Fiserv 2021 Fourth Quarter Earnings Conference Call. [Operator Instructions]
As a reminder, today's call is being recorded. At this time, I would like to turn the call over to Shub Mukherjee, Senior Vice President of Investor Relations at Fiserv.
Shub Mukherjee:
Thank you, and good morning. With me on the call today are Frank Bisignano, our President and Chief Executive Officer; and Bob Hau, our Chief Financial Officer. Our earnings release and supplemental materials for the quarter are available on the Investor Relations section of fiserv.com. Please refer to these materials for an explanation of the non-GAAP financial measures discussed in this call, along with the reconciliation of those measures to the nearest applicable GAAP measures. Unless otherwise noted, performance references are year-over-year comparisons.
Our remarks today will include forward-looking statements about, among other matters, expected operating and financial results and strategic initiatives. Forward-looking statements may differ materially from actual results and are subject to a number of risks and uncertainties. You should refer to our earnings release for a discussion of these risk factors. As a reminder from our last earnings call, we will now be using the term organic revenue, which has replaced internal revenue and is still calculated on a constant currency basis. And now over to Frank.
Frank Bisignano:
Thank you, Shub, and thank you all for joining us this morning. As you know, we serve as the operating system for commerce and money movement across our client base of banks, credit unions, fintechs, and businesses ranging from SMBs to mid-market or large enterprises. We help our clients grow by extending our platform to capture new services and new money flows.
As we exit the second year of pandemic, we had another successful year of delivering on our growth agenda. We delivered 11% organic revenue growth for both the fourth quarter and full year at the high end of our 7% to 12% outlook that we originally provided at our December 2020 Investor Day. We expanded full year adjusted operating margins by 250 basis points. We also achieved 26% growth year-over-year in adjusted earnings per share to $5.58, well above our original outlook of $5.25 to $5.45. Our merchant platforms, Clover and Clover Connect for small- and medium-sized businesses and Carat for enterprises are showing very strong growth. We are winning in omnichannel and seeing strong growth in value-added services such as Clover software, fraud, risk, lending and payment flows, including disbursements and cross-border. Our acquisitions of BentoBox and NetPay give us the assets to enhance self-service offerings in verticals like restaurants and allow us to power new flows via paybacks. We are successfully meeting our FI clients' goal of driving digital engagement through our best-in-class online and mobile banking platform ability as well as integrated mobile-first surround solutions such as CardHub, featuring Ondot for retail customers and SpendLabs for small business customers. Recall that we bought Ondot and SpendLabs in 2021 and are already seeing great traction with them. We expect these solutions will have a positive effect, strengthening our client value proposition across core banking, payment processing and the network business. We made outstanding progress on the integration of Fiserv and First Data. The fourth quarter marks the completion of our cost synergy program. We achieved our target of $1.2 billion, $300 million above our original commitment and 2 years ahead of schedule. We actioned $480 million of revenue synergies and are now at 80% of the increased commitment of $600 million. We anticipate obtaining the full $600 million of revenue synergies by the end of this year, 18 months ahead of schedule. Strengthening our leadership as our clients' partner of choice yesterday, we announced a definitive agreement to acquire the remaining ownership interest in Finxact. We were an initial investor in Finxact, a leading developer of cloud-native banking solutions that is powering digital transformation across financial services. This is an investment in the next-generation financial technology that supports our strategy to continuously innovate for our clients and broaden our total addressable market. Finxact will not only augment our ability to enrich and accelerate the delivery of digital solutions we offer to our existing clients, but also broaden our solutions to include large financial institutions, fintechs, banking as a service and embedded finance opportunities. We've worked closely with the Finxact team and look forward to welcoming Frank Sanchez, his leadership team and the entire Finxact organization to Fiserv when the deal closes later this year. Our business momentum and investments thus far position us very well for the future. Accordingly, we have good visibility into accelerating our organic growth to a rate of 7% to 9%, above our average for the last 3 years and in line with our medium-term outlook. We expect 2022 adjusted EPS to be $6.40 to $6.55, which is a growth of 15% to 17%. This, when combined with the 26% growth we delivered in 2021 will generate a 2-year compounded annual growth of 21%, above the high end of our medium-term outlook range of 15% to 20%. Turning to the business segments. Let me start with merchant acceptance. We continue to focus on investing in our leading merchant operating systems, Clover and Carat, to provide products and services that expand our addressable market and to drive growth for our clients in the SMB and enterprise space. These operating systems continue to perform well and were key drivers of merchant acceptance organic revenue growth of 19% and 20% for the quarter and year, respectively. Clover continues to be the commerce and business management platform of choice for SMBs in the U.S. and around the world. In 2021, as small business recovery took hold, merchants turned to Clover for leading in-store payment solutions, online commerce capabilities and new vertical services to grow their business. We completed our acquisition of BentoBox, a leading digital ordering and delivering management platform to help out close to 200,000 restaurant owners on our platform reach more customers. In addition to BentoBox, we signed a variety of strategic partnerships to enhance the tools restaurants need to be successful. One such example is our new partnership with Google to enable customers to more easily find and order from Clover restaurant locations. As we roll out these holistic SaaS-based solutions, we see notable increases in the average revenue per merchant. We are very excited about continuing this success and replicating it across other verticals. Closing out 2021, Clover is better positioned than ever as the leading operating system for SMBs. Carat, our omnichannel ecosystem serving enterprise clients continues to grow across the board. We saw particular strength in omnichannel transactions, which were up 51% in 2021. As the demand for omnichannel solutions persisted through 2021, demand for our integrated solutions such as disbursements, payback enablement, EBT and other digital capabilities rose to an all-time high. Disbursements have become an important part of the consumer experience in many verticals through the pandemic. Consumers and businesses want simple, fast access to their money digitally. Carat is well positioned to drive growth in disbursements as evidenced in its expanded relationships with a number of companies within the insurance and ride-sharing sectors as well as digital wallet companies, including marquee brands such as Coinbase. Turning to our cross-border capabilities, we continue to see strength from the recovery with double-digit cross-border transaction growth in 2021. Looking forward into 2022, we will continue to push deeper into key priority areas, including omnichannel disbursements and cross-border to expand the breadth and depth of services for our enterprise clients. Moving to the Payments and Network segment. Organic revenue grew 8% in the quarter and 6% for the full year. Within the issuer business, we saw notable strength in general purpose active accounts, now ahead of pre-pandemic levels. Our card business continues to provide growth above the segment average from strength in digital risk solutions, debit network volumes and debit transaction growth. Market-leading innovative solutions like CardHub and SpendLabs are both enhancing revenue and reducing churn. In fact, SpendLabs' product market fit is stronger than we had originally anticipated and this offering, along with CardHub, are notably contributing to our expanded presence with mid-market FIs for card processing solutions. These surrounds not only greatly enhance the competitiveness of our credit and debit card processing offerings, but also serve to drive more cards into our debit network and more opportunities for Fiserv to offer risk and fraud, digital banking and account processing solutions, yet again, demonstrating our ability to harness the power of our unmatched distribution platform. Looking to 2022, we expect to see continued momentum from the ramp of our large credit issuer wins in 2020 and 2021, including Alliance Data, Atlanticus and Genesis, 3 top 25 issuers, strengthen our digital offerings with CardHub and SpendLabs and strengthen Zelle. Moving to the Financial Technology segment. The fourth quarter was in line with our expectations, posting organic revenue growth of 4%, closing out the year up 4%. We finished 2021 strong on sales with 48 new core wins, including competitive takeaways with marquee names such as Valley Bank and Dollar Bank. Not only are we winning in core account processing, but also seeing success in cross-selling pan-Fiserv capabilities to clients. This is demonstrated in our competitive takeaway of Great Southern Bank, an institution with more than $5 billion in assets. With this agreement, Great Southern Bank will be moving to a complete suite of Fiserv offerings across core account processing, digital banking surrounds, card processing and output solutions. We are continuing to win in the higher-growth $1 billion to $50 billion asset segment. Clients continue to choose Fiserv as their strategic technology partner to power combined entities into the future. Key wins in 2021 include NYCB's merger with Flagstar and First Interstate Bank's merger with Great Western. Sales of digital surround solutions grew strong double digits in 2021, driven by the increased digital focus of our financial institution clients and the success of Abiliti, our modern online mobile banking platform. We finished the year with 434 sales to existing and new logos. Sales to existing clients helped deepen the penetration of our fully integrated digital surrounds such as CardHub, Zelle and SpendLabs. It is clear that our solutions are already winning in the market. We will accelerate this momentum through our announced agreement to acquire Finxact, which will enable clients to quickly deploy modular banking services, including deposits, loans, cards as well as launch new banking solutions, including a digital bank, bank-as-a-service and embedded finance. We have already made strides in the category of API development, and the market is recognizing our leadership. In 2021, we are proud to accept an award for the Best in Finance APIs for our Communicator Advantage API platform at the API World Awards and for AllData Connect, our data aggregation portal at the Business Intelligent Group's 2022 BIG Innovation Awards. Looking into 2022 and beyond, the powerful combination of our market-leading banking cores, along with Finxact, which enables clients to launch modern, flexible and highly personalized digital banking experience and ability, our industry-leading online and mobile banking platform will position us to better serve our existing clients and a broader array of customers. Now let me pass the discussion to Bob for more detail on our financial results.
Robert Hau:
Thank you, Frank, and good morning, everyone. I'll cover some detail on each of our segments. If you're following along on our slides, I'm starting with Slide 5.
We feel great about our performance for both the quarter and the full year, and we are well positioned to achieve a strong 2022 and beyond with sustained value for our clients and our shareholders. As Frank said, we are projecting 7% to 9% revenue growth for 2022, which is 150 to 350 basis points above our average growth over the last 3 years. Total company organic revenue was up 11% in the quarter with growth across all segments, led by the Merchant Acceptance segment, which grew 19%. For the full year, total company organic revenue grew 11%, also led by the Merchant Acceptance segment, which grew 20%. Total company adjusted revenue also grew 11% to over $4 billion in the quarter. And for the full year, adjusted revenue grew 11% to $15.4 billion. Fourth quarter adjusted operating income was up 11% to $1.4 billion, and adjusted operating margin was in line with the prior year at a very strong 35.6%. For the full year, adjusted operating income increased 19% to $5.2 billion, and adjusted operating margin expanded 250 basis points to 33.9%. We expect 2022 margin to expand an incremental 150 basis points or more above last year. This is driven by strong organic revenue growth of 7% to 9% on a scaled business and a continued focus on productivity, all while we continue to make meaningful investments for organic growth. In addition, as you heard earlier from Frank, we are proud to announce that we reached our $1.2 billion action cost synergy goal in the quarter, which is a result of our disciplined execution to drive value. Fourth quarter adjusted earnings per share increased 21% to $1.57. And through December 31, adjusted earnings per share grew 26% to $5.58. Free cash flow was $1.2 billion for the quarter, up 18% from fourth quarter last year, resulting in a conversion of 119%. For the full year, free cash flow was $3.5 billion with a conversion to net income of 94%, driven by strong revenue growth and increases in working capital as well as capital investment and organic innovation for our clients, integration of our acquisitions and investment in technology infrastructure and real estate to create world-class collaboration space for our associates as we return to offices. For 2022, we expect free cash flow conversion to be between 95% and 100% of net income, investments in products and services to accelerate growth and the tail end of technology infrastructure and real estate investments, particularly our new technology and innovation hub in North Central New Jersey, which we will occupy later this year. Now looking to our segment results starting on Slide 7. Organic revenue growth in the Merchant Acceptance segment was a very strong 19% in the quarter and 20% for 2021. Global transactions and volume grew 13% and 16% in the quarter and 13% and 19% for the year, respectively. Excluding the impact of the exit of a processing client we discussed last quarter, Global Transactions volume grew 18% and 22% in the quarter and 17% and 24% in the year, respectively. Building off one of the best years for merchant location growth, we ended the fourth quarter with 10% higher global merchant locations versus the comparable quarter a year ago. Clover continues to build upon the momentum and strength of our product offering as opposed to a very strong 50% GPV growth year-over-year or $201 billion on an annualized basis. We've seen exciting opportunities for Clover this quarter, including our partnership with the University of Notre Dame and the UBS Arena in New York. These wins further strengthen our positioning with sports arenas globally and highlight our success in integrating the Money Pass mobile business we acquired in 2020. Carat, our platform for enterprise clients, saw omnichannel transaction growth of 26% in the quarter, driven by 59 client wins, including notable wins such as Papaya gaming and expanded relationships with Wegmans, a regional supermarket chain with 106 stores and with a leading home improvement client to serve their clients end to end. Our ISV volume this quarter through Clover Connect grew 64% year-over-year and 53% on a 2-year CAGR. We signed 45 ISVs this quarter, bringing our total signs to 187 for the year, and we are winning both ISVs that are new to payments as well as competitive takeaways. We had several notable international wins in the quarter, including an expanded partnership with UnionPay International, one of the world's largest payment networks to broaden the acceptance of UnionPay cards across Fiserv's global footprint, and with FirstCaribbean International Bank for merchant processing across its banking footprint in the Caribbean region. Additionally, we executed on an agreement with National Australia Bank for merchant processing in Australia. Adjusted operating income in the Acceptance segment increased 20% to $533 million in the quarter, and adjusted operating margin was up 60 basis points to 31.3%, driven by continued top line strength. Through December 31, adjusted operating income improved 45% to $2 billion and adjusted operating margin grew 540 basis points to 30.8%. Before I leave the Merchant segment, as you may have noticed in our third quarter 10-Q filing, we anticipate the sale of a portion of our back book to a merchant alliance partner. This is fully contemplated in our outlook, and will have less than a 50 basis point impact on adjusted revenue for the company in 2022. We expect the transaction to close in the current quarter. Turning to Slide 8. The Payments and Network segment posted organic revenue growth of 8% in the quarter, resulting in a full year growth of 6%. For the quarter, card services and digital payments outperformed the segment organic revenue growth rate. Credit came in slightly under the segment average and bill pay continued as a headwind. Within card services, debit transactions grew 14% in the quarter. The strength of our credit offering for financial institutions was manifested in a notable win in the fourth quarter, an agreement with Randolph-Brooks Federal Credit Union, an institution with over $14 billion in assets and over 1 million members to provide our credit processing capabilities. Within issuer solutions, we are well underway with our onboarding the $120 million of new business we announced at our December 2020 Investor Day as well as other mandates awarded since. We have completed the onboarding of Atlanticus, a competitive takeaway; and BBVA, an M&A consolidation win. Onboarding is well underway for Genesis, another competitive takeaway, and for Alliance Data. This momentum continues. In addition to the merchant processing wins I mentioned earlier, we also signed long-term card issuing agreements with both National Australia Bank and UnionPay International. These wins demonstrate our ability to serve our clients on multiple fronts. Consumer demand for content count and P2P offerings continued with Zelle transactions up 71% and the number of clients live on Zelle was up 57% in the quarter. Finally, within bill pay, we have 2 notable fourth quarter wins in the health care vertical, demonstrating our strength in this high-growth segment of the market and broadening our client base from what has traditionally been the utilities and telecom focused offering. Blue Shield of California, a leading health plan in California, has chosen to extend the relationship with Fiserv as part of their enterprise-wide process of digital transformation. Additionally, CareSource, a nationally recognized nonprofit health care plan competitively selected Fiserv to improve their member experience through our robust technology platform. Adjusted operating income for the segment was up 8% to $713 million, and adjusted operating margin was down 20 basis points to 46.2% in the quarter, given tough comps. Q4 operating margin was the second highest margin recorded for the segment, second only to Q4 of last year. For the full year, adjusted operating income was up 8% to $2.6 billion and adjusted operating margin was up 80 basis points to 44.1%. Turning to Slide 9. The Financial Technology segment organic revenue grew at 4% in the fourth quarter and for the full year within our medium-term outlook for this segment. Our digital banking capabilities and digital solution offerings continue to win in the marketplace. In the fourth quarter, we added 14 new core account processing clients, bringing us to 48 core wins in the year, more than half of which were takeaways. Mobile deposits in Q4 grew 9% over the prior year, while self-service ATM deposits grew 52% over last year. Adjusted operating income was up 6% in the quarter to $287 million and up 9% year-to-date to $1.1 billion. Adjusted operating margin in the segment increased 80 basis points in the quarter to 37.3%. For the full year, adjusted operating margin expanded 160 basis points to 35.8%. The adjusted corporate operating loss was $102 million in the quarter, in line with our expectations. The adjusted effective tax rate for both the quarter and full year was 20% and in line with our expectations. We expect 2022's effective tax rate to be approximately 21%, up slightly as 2021 benefited from a few discrete tax planning items. 2021 was another demonstration of our disciplined capital allocation strategy, which includes fortifying our strong balance sheet, returning value to shareholders through share repurchases, driving organic growth through investment and pursuing high-value acquisitions. We invested approximately $850 million in M&A to acquire capabilities that we are best positioned to deploy across our scaled platform. We completed our acquisitions of BentoBox, NetPay and Integrity Payments, bringing our total transactions to 7 in 2021. And as Frank mentioned, we further strengthened our portfolio through the announced acquisition of Finxact, a developer of cloud-native banking solutions. Additionally, we returned $2.6 billion to shareholders through share repurchase this year, including $1 billion in the fourth quarter for 9.9 million shares. We have more than 42 million shares of repurchase authorization remaining. And finally, total debt outstanding was $21 billion on December 31. The debt to adjusted EBITDA ratio decreased to 3.1x, down nearly a full turn since we merged. With that, let me turn the call back to Frank.
Frank Bisignano:
Thanks, Bob. I'm very proud of the goals we've accomplished with another quarter of double-digit adjusted revenue growth and double-digit adjusted EPS growth. Given the breadth and depth of our portfolio, as well as our history of strong operational performance, we believe we will deliver 7% to 9% organic revenue growth and 15% to 17% adjusted earnings per share growth to a range of $6.40 to $6.55. We expect each of our business segments to deliver organic revenue growth within the range of our medium-term outlook.
Finally, I invite you to participate in an investor call we will be hosting in the next several weeks focused on our merchant acceptance business with a particular emphasis on Clover as a key driver of growth for the segment and the company. In addition to delivering on our financial results, we continue to focus on our associates and our communities. Our approach to corporate social responsibility is designed to incorporate a philanthropic, associate and community engagement to deliver thoughtful, strategic decisions where we invest our time and talent. Diversity and inclusion remains on the top of our ESG agenda and the results of our efforts speak for themselves. In January of the current year, Fiserv was named to the 2022 Bloomberg Gender Equality Index, marking our sixth consecutive year for this recognition. For the second consecutive year, Fiserv has been designated a best place to work for LGBTQ+ equality in the Human Rights Campaign Foundation's 2022 Corporate Equality Index. Now in its 20th year, the CEI is the national benchmarking tool on corporate policies, practices and benefits pertinent to LGBTQ+ employees. Since 2020, we have allocated $35 million of the $50 million commitment designed to help small minority-owned businesses affected by the COVID-19 pandemic and associated initiatives. In Q4, Fiserv was ranked #4 on Military Times Best for Vets Employers list, the fifth year in a row in the top 5 and #1 ranked in our category. Continuing our initiatives to support better and affiliated businesses, this quarter, we announced an extension of our partnership with the Institute for Veterans and Military Families at Syracuse University. And during our fourth quarter season of giving campaign, associate donations along with corporate matching donations from Fiserv contributed to over 1,200 community groups globally. I am proud of the positive impact of philanthropic and community programs have had in 2021, and I look forward to us doing more in 2022 to help businesses and communities thrive. I will close by thanking all 40,000-plus hard-working Fiserv associates around the world for working relentlessly to serve our clients and you, our shareholders. With that, operator, please open the line for questions.
Operator:
[Operator Instructions] Our first question comes from Lisa Ellis from MoffettNathanson.
Lisa Dejong Ellis:
Good stuff here. I had a question with just hoping to drill in a little bit on your outlook for Merchant Acceptance for 2022. I know you mentioned you're expecting it to return to the medium-term range. I think that's 9% to 12%. So are you expecting Merchant Acceptance to get back to double-digit growth? And then could you drill in a little bit on 2 of the big drivers in there, what you're looking for out of Clover and then maybe what you're looking for out of your international business as you look out into 2022 to give you confidence in that outlook?
Frank Bisignano:
So first of all, yes, 9% to 12%. And yes, we're driving business to double digit. I think there's a multipronged effort here. And obviously, we have a lot of assets in the portfolio that are performing very, very well, whether it be our ISV business, whether it be in Carat.
But specifically, the growth in Clover, we believe, will happen both in the U.S. and then in our global expansion on it also. And we continue to see that have very, very strong visibility and how deployment will happen outside the U.S. during the course of this year. And then you layer on top of that the Caixa partnership, the [ Deutsche ] partnership, and you can see us extending out in all regions, really. So you should expect to see Clover growth. You should expect to see geographic expansion. But you should also expect to see strong e-comm trajectory along with ISV trajectory as we continue to invest in Clover and Carat and the ISV business and continue to fuel our international growth.
Operator:
Next, we'll go to the line of Tien-Tsin Huang from JPMorgan.
Tien-Tsin Huang:
Yes. Really happy to see the 7% to 9% organic revenue growth for this year. I want to ask just on the margin outlook to get there for the segments. Where are you investing more aggressively? I know you have some integrations and implementations to do as well plus productivity. So any color there would be terrific.
Robert Hau:
Yes, Tien-Tsin, I'll start and Frank can jump in. I think you'll see continued investments in all 3 of our segments. Obviously, each one of them have a slightly different growth trajectory. As Frank just talked in answering Lisa's comment about the 9% to 12% merchant growth, we expect all 3 of our segments to perform in the medium-term outlook range, 4% to 6% for the Fintech segment and 5% to 8% for payments.
And you're seeing us focus on bringing new solutions to our clients on where they want us to meet, obviously, really across the board, the continued drive for digital, for mobile expanding out our capabilities to integrate all of our solutions. You heard me in my prepared remarks talk about the new wins with UnionPay and with National Australia Bank, 2 individual contracts that both had merchant and payments incorporated in them. And so we'll continue to invest in building out those capabilities. We continue to invest in our digital capability around our CardHub acquisition with Ondot, with SpendLabs. Our Abiliti solution, our bank -- digital banking solution that we launched earlier this year, a cloud-native online banking solution will continue to expand in the marketplace. And obviously, once we close with Finxact, it will be a focus of ours as we build out that capability.
Frank Bisignano:
Maybe I'd say 1 or 2 other things. We have tremendous visibility due to the amount of wins you've heard us talk about. You could see that we have had very, very good momentum in the sales cycle, and that's all about future growth.
I also think the investments we are making are for future growth. So the 7% to 9% we're talking about here in the medium term is what's right in front of us, and we have good visibility to it. But we also are integrating a lot of products building for the future, being very offensive towards how we're going to build. And so when you think about our spending, it's really not against this year's revenue, it's for future years' revenue.
Operator:
Next, we'll go to the line of Jason Kupferberg from Bank of America.
Jason Kupferberg:
Wanted to see what color you might give us just on Omicron impacts you may have felt in December and January, particularly in Merchant, but maybe a little bit on the issuer processing side, too. And then just how that translates into how we should be thinking about first quarter revenue growth by segment. I know you generally have some pretty easy comps there in Q1.
Frank Bisignano:
I'll start, Bob could fill in. I mean it definitely had an effect. We saw it as we came through December. You definitely felt it, and outside the U.S., more than even inside the U.S., I'd say. But -- and it has spilled into January across basically dividend credit when you think about it and affect the spending in general. But I view that as a short-term issue, nothing systemic there. .
Bob, anything you want to add?
Robert Hau:
No, Jason, I think January, consistent to how we kind of closed out December, a little bit light. Obviously, the U.S., Europe, the globe is dealing with Omicron. We're starting to see the restrictions in Europe lifted, particularly in U.K., Ireland. Germany has still got a number of restrictions in various regions. It's not a country-wide program, it's region by region, and we're starting to see those lift. And so we expect things to improve as we progress through the quarter.
I do expect each of the 4 quarters to be within that 7% to 9% range. So I don't think we have any quarter that's well below that and another quarter well above that. But with January being a little bit lighter, there could be some impact to Q1 there.
Operator:
Next, we'll go to the line of Dave Koning from Baird.
David Koning:
Nice year. So I guess a couple of questions. First of all, on payments, 2021, it looked like full year about 5.5% organic, and you're kind of saying 5% to 8% would be 2022. So I'm just kind of thinking through the accelerating and decelerating factors, like I would think debit probably decelerates. But then what should accelerate to kind of propel growth in '22 to offset the debit deceleration?
Frank Bisignano:
Yes. We have seen some of that deceleration in debit. Again, it was part of the December to January dynamic. We certainly see some nice lift from the credit issuer wins that started going live really the second half of 2021. So we've got good lift from those in the full year of 2022. And with Atlanticus and ADS yet to onboard here in early 2021, that will give us some nice lift. So I think our credit issuing business will perform nicely.
The improvement or the new contract wins that we talked about in bill pay will help stem some of that headwind that we dealt with in 2021. And broadly, the contract wins and the implementations and new services, CardHub is certainly having an impact on both our debit and credit business as we bring a more fulsome solution, very digital, state-of-the-art capability into our clients. And we see some real opportunity there.
David Koning:
Got you. And just secondly, the Acceptance segment, I was kind of looking back. It looks like the last few years mostly were down kind of 3% to 5% sequentially in Q1. You also mentioned selling the back book. I don't know how much impact that has. But is -- are we in kind of a pretty normalized like maybe down 3%, 5% sequentially?
Frank Bisignano:
Yes. So first, the sale of the back book will -- we expect to take place this quarter. We're almost halfway through the quarter. It isn't closed yet, but we do expect it soon. So it will be a modest -- it's a modest impact to the year, less than 50 basis points to the adjusted revenue for the company for the year. So a pretty small impact to Q1, particularly given that it's not yet closed. But I think you're largely in line. I don't expect any difference in terms of the seasonality as you go from Q1 -- Q4 to Q1.
Operator:
Next, we'll go to the line of James Faucette from Morgan Stanley.
James Faucette:
I wanted to ask quickly on capital allocation, and you seem to have stepped up the pace of acquisitions recently. And I'm wondering with the slowing in valuations that we've seen at least in public markets, is that creating incremental opportunities for acquisitions, do you think? And how dynamic or flexible can you be on capital allocation, especially between acquisitions, buybacks and debt reduction? Just love to get kind of your sense and color around those topics.
Frank Bisignano:
Yes. I mean we talked about $850 million, and then we have Finxact here. Also, I mean we feel very, very, very confident in our ability to deploy capital where appropriate and all of that is to further accelerate growth rate. And I accentuate further accelerate.
Two, we think we're darn good at integrating these properties. And the properties that we've acquired, we've also had invested. We invest in properties early, watch them, grow with them, nurture them and integrate them. So I think you should expect that these things are all strategically thought about ahead of time, whether it was a restaurant segment, whether it's our ability to bring a complementary product across our core. Our ability is without scale to be able to acquire some of these founder-led companies and then utilize them across us. I mean you look at an Ondot, and that's already completely deployed, integrated and succeeding in the clients' office. So we feel good about our ability to deploy the capital. We feel good about the platform's ability to scale the use. And they're all to us, middle of the fairway of where our business model is. And that's how you should think about us deploying the capital or against acquisitions. Obviously, we added a very strong year in repurchasing also because we thought it was appropriate to return money to shareholders in that fashion, $2.6 billion. So I think it's a very balanced approach.
Robert Hau:
James, just to kind of put an emphasis on that last point from Frank, it isn't an either/or it isn't an M&A or a share repurchase. In 2021, we deployed capital across the board. We spent $850 million on M&A. We repurchased $2.6 billion, so returned $2.6 billion to shareholders. That's the highest we've done as Fiserv, including $1 billion in the fourth quarter.
We continue to invest organically. And all that done at the same time, we lowered leverage to 3.1x, down half a turn in the year and really, a full turn since our merger. So our ability is about deploying what is significant free cash flow across the portfolio and in a variety of different ways.
Operator:
Next, we'll go to the line of Timothy Chiodo from Credit Suisse.
Timothy Chiodo:
I want to talk about inflationary impacts to the top line across a few of the segments. Within the Acceptance segment, obviously, there's a little bit of hardware revenue. But with the rest of the revenue, maybe you could just remind us all on the proportion of that, that comes via ad valorem fees or basis points, how much of that is on a cents per transaction or other? And then also within Fintech, maybe you could just touch on the CPI-based pricing escalators worked into the contracts there for core banking.
Robert Hau:
Sure, Tim. So you had a lot of elements to that question, make sure I hit all of them. First and foremost, as you point out, we have a variety of different methods for revenue generation in our Merchant business, certainly a mix of volume driven as well as transaction driven. And of course, the other element of that is a variety of different distribution channels, whether it's a direct channel or through our partners or through a joint venture. So lots of different ways that, that revenue comes to us.
Ultimately, we feel good about the pricing dynamic of the market. Inflation in 2022 will give us a natural lift on the activity that is volume based as volume goes up on higher volume transactions, which can be higher volume activity, we'll get a lift on that. And roughly, in the Merchant business, about 65% of our revenue is volume-based pricing and about 35% is transaction-based. If you turn to the Fintech segment, it's the segment that we probably have the highest level of CPI clauses in our contracts and certainly will be a lift for us in 2022 as those CPI increases go in. I don't have a percentage for you off the top of my head, but it's a good portion of the Fintech or the core account processing portions of Fintech that have a CPI index in it.
Operator:
Next, we'll go to the line of Darrin Peller from Wolfe Research.
Darrin Peller:
Can we just touch on the investments and the capital intensity you're putting into the business? Obviously, it's -- with the strong growth you have, it probably begs the question of whether or not your free cash conversion should stay in this 95% to 100% range versus the historic median term, which I think we kind of anticipated. But I'd just love to hear a little more color on what your thought process is on that. And then also whether or not we still feel good about the $25 billion of free cash over the next few years, $30 billion of capital deployment capabilities. .
And then just really one quick follow-up. I thought it was interesting that you guys are hosting this call in the next few weeks on Merchant and Clover. Any kind of preview on what the goal is for that? Is it just to give us more comfort and color on sustainability and the breakdown of the business given how strong growth has been?
Frank Bisignano:
Yes. Why don't we start with that first? The concept on that is to really get you all to better understand the value being created for each client, that when you think about average revenue per merchant, Clover's impact to give you a real good look at the growth rate. And we talked to you about the e-comm business, too. We said [ covered them both ]. So when you look at it, you could see what that long-term ramp we have in here and the power of both of those platforms. So that would be answering the last part first.
We had talked about $30 billion of capital to deploy. That number hasn't changed for us at all, in our changing in a conversion rate here. And if you want to think about what we're doing, I just -- I think it's about delivering integrated solutions as we acquire products, it's about delivering a changed experience ultimately in the client's office, all designed at long-term accelerated growth. So in many cases, we're also building functionality, which has given us a greater total addressable market as we approach it. So it's completely offensive in terms of us leaning into the opportunity. The beauty of this platform is its size and scale and its client base, and that size and scale in that client base avails us more opportunity than we actually imagine when we put the 2 companies together and the complementary nature of the assets and the ability to invest is really about growth. Bob?
Robert Hau:
Yes, Darrin, the 2 pieces I'd add, I guess is, one, that the $95 to $100 that we have for 2022 and the $94 million we did in '21 is in part driven by our increased spending on really 3 things. One is we are moving with a faster speed than we traditionally have around integrating new acquisitions.
So a classic example is we acquired Ondot in the first part of 2021. And within a few months, we had that integrated in some of our mobile banking capability and started selling it as a truly integrated solution where traditionally, we might have taken a bit longer to actually integrate. We might sell it as a bundle, but really integrate it into the software, into the software offering. We're moving at a much faster speed. Secondly, you heard us talk in this -- on the prepared remarks about technology infrastructure spending. It's really associated with the merger of Fiserv First Data and finishing the swing on that. That's capital spending we're doing across our technology infrastructure. And then the third piece is building up some real estate. As we bring our organization back into the office after what's been a couple of years of working from home, we're building out what we think are world-class collaboration spaces to respond to what employees want and need now to enhance that collaboration. You heard us earlier in the year announce our new technology hub, innovation and technology hub in North Central New Jersey. That will be built out and occupied later this year. So that technology infrastructure associated with the Fiserv First Data merger and some of this real estate spend, you'll see kind of tail off at the end of this year, and then we'll see a shift in free cash flow going forward.
Operator:
And our last question comes from David Togut from Evercore ISI.
David Togut:
Just bridging to the earlier question on inflationary impacts on revenue. Could you walk through the impact of inflation on your cost structure and what's built into the adjusted operating margin expansion guidance for 2022?
Frank Bisignano:
Yes. Well, I would say, first of all, there's definitely a war on talent, and there's definitely an inflation. And when you look in our model, we've accounted for the world we live in within that guide. We are very maniacally focused on how to create these work environments that attract the best talent, retain the best talent and continue driving innovation in a manner that gives us the outcomes that we've been getting and continue to drive forward. You know, Bob, maybe...
Robert Hau:
Yes. I would punctuate saying, number one, with 7% to 9% top line growth on our scale business that provides some nice operating leverage, that will improve operating margin but also allows us to continue to invest in the company. We also have a long track record of good, strong productivity.
The last couple of years that's been called integration savings or synergy. But we continue to have real opportunities for productivity. As such, we feel comfortable that we'll have at least that 150 basis points of margin improvement in 2022.
David Togut:
Understood. And then is the 95% to 100% free cash flow conversion target for 2022 the new normal going forward as opposed to the 105% plus, which we saw historically?
Robert Hau:
No, I would not say that. Obviously, at this point, we're not ready to update 2023. But given some of that technology infrastructure spend and the real estate spend that I talk about -- that I talked about earlier, I expect that to drift down as we exit 2022 and beyond.
Frank Bisignano:
I'd like to thank everyone for their attention today. Please feel free to reach out to our IR team with any questions, and have a great day. Thanks for your time today.
Robert Hau:
Thank you.
Operator:
Thank you all for participating in the Fiserv 2021 Fourth Quarter Earnings Conference Call. That concludes today's conference. Please disconnect at this time, and have a great rest of your day.
Operator:
Welcome to the Fiserv 2021 Third Quarter Earnings Conference Call. [Operator Instructions] As a reminder, today's call is being recorded.
At this time, I will turn the call over to Shub Mukherjee, Senior Vice President of Investor Relations at Fiserv.
Shub Mukherjee:
Thank you, and good morning. With me on the call today are Frank Bisignano, our President and Chief Executive Officer; and Bob Hau, our Chief Financial Officer.
Our earnings release and supplemental materials for the quarter are available on the Investor Relations section of fiserv.com. Please refer to these materials for an explanation of the non-GAAP financial measures discussed in this call, along with the reconciliation of those measures to the nearest applicable GAAP measures. Unless otherwise stated, performance references are year-over-year comparisons. Our remarks today will include forward-looking statements about, among other matters, expected operating and financial results and strategic initiatives. Forward-looking statements may differ materially from actual results and are subject to a number of risks and uncertainties. You should refer to our earnings release for a discussion of these risk factors. Before I turn the call over to Frank, please note that going forward, we will be using the term organic constant currency revenue to replace internal revenue. There is no change in how we calculate this measure, just a change in terminology. And now over to Frank.
Frank Bisignano:
Thank you, Shub. And thank you all for listening in as we share our results for the quarter and highlight the progress against our growth agenda.
As you know, we serve as the operating system for commerce and money movement across our client base of banks, fintechs and businesses, ranging from SMBs, to mid market, to large enterprises. We help our clients grow by extending our platform to capture new services and new money flows. We are also seeing real benefits from the ongoing economic recovery, especially here in the U.S. We remain optimistic and continue to invest in growth. Turning to our performance. We had a strong third quarter, with total company adjusted revenue up 10%. Adjusted operating margin expanded 130 basis points to 34.2%. Adjusted EPS grew 23% to $1.47. We attained our highest quarter of actioned revenue synergies of $95 million. To date, we have achieved $420 million of actioned revenue synergies, 70% of the increased commitment of $600 million for the 5-year period following the merger.
As we invested to accelerate growth, free cash flow came in at $572 million for the quarter and $2.3 billion year-to-date. Free cash flow was driven by a combination of the following:
first, increased capital expenditure in the areas of technology, innovation hubs and the integration of newly acquired capabilities; second, the working capital increase driven by revenue growth; and finally, reduced benefit of unmet operating loss carryforwards.
On the back of our results and the strength of our investments, we are tightening our outlook for organic revenue growth and raising the lower end of our outlook for adjusted EPS. We now expect organic constant currency growth of 11% for the full year and adjusted earnings per share between $5.55 and $5.60. This raises the lower end of our prior adjusted earnings per share outlook by $0.05, a growth of 26% to 27% over last year.
Turning to the business segments, let me start with Merchant Acceptance. We continue to grow beyond the buy button by investing in world-class, omnichannel capabilities, solutioning around vertical and horizontal business needs and capturing new flows. We achieved all of this throughout 3 growth platforms:
Clover for small business, Clover Connect for ISV and Carat for enterprises.
Driving into our performance, Merchant Acceptance led the quarter, posting organic revenue growth of 18% year-over-year, with North America and international largely in line with the segment average for the quarter. Our global merchant locations have been growing at a healthy clip, up 10% in the quarter on a year-over-year basis, driven by positive net new merchants across all regions. The quarter was driven by growth in global volume and transactions of 15% and 12%, respectively. North America volume and transactions grew 14% and 9%, respectively, led by strength in travel, restaurants and petro. Excluding the impact of the loss of a large processing client through one of our JVs, North America volume and transaction growth in the quarter would have been 19% and 14%, respectively. Next, let's go deeper by platform, starting with Clover. GPV grew 47% year-over-year or a 39% CAGR since 2019 to $196 billion on an annualized basis. In the SMB space, we remain focused in building vertical-specific solutions, offering an integrated suite of products that help merchants generate revenue and run their business. As part of our vertical strategy, we entered into an agreement to acquire BentoBox, a digital marketing and commerce platform focused on driving growth and engagement for restaurants. This transaction will expand our Clover dining solutions and industry-leading commerce and business management capabilities, which already enable nearly 200,000 restaurants of all sizes to deliver unique and differentiating dining experience, from quick and casual to fine dining. We expect the acquisition to close in the fourth quarter subject to regulatory approval and customary closing conditions. Additionally, we continue to focus on building value-added services for the Clover platform, including Clover Capital, Clover Dining, Clover Order Ahead and Clover inventory as well as our unique Clover app marketplace. On the enterprise side, Carat, our enterprise omnichannel platform, continued its strong momentum in the third quarter, with new wins, product innovation and a gradual recovery in cross-border commerce. Global e-commerce volume grew unabated in the quarter, driven by cross-border and international growth of 25% on a year-over-year basis as volumes recovered from the pandemic lows, with secular tailwinds expected to sustain future momentum. Omnichannel transactions, such as order ahead and buy online, pickup in store, grew 35% in the quarter. We had notable e-commerce wins in the quarter, including Johnson & Johnson and Caesars Entertainment. We also expanded our existing global acquiring relationship with Microsoft to be their provider for network tokens. In the quarter, we added PayPal and Venmo as digital wallet payout options to our global service platform, submitting Carat as a leader in digital payouts with over $10 billion processed year-to-date, an increase of 230% on a year-over-year basis. Additionally, we are building a new partnership with Bakkt, a leading crypto and consumer wallet solution provider Bakkt will utilize Fiserv's industry-leading funds-in, funds-out solution. And together, Fiserv and Bakkt will develop new crypto use cases for both merchant and FI clients.
Moving to Clover Connect. The strength of our ISV focused offering showed through the third quarter with ISV volume up 71% year-over-year. Clover Connect allows us to bring together 2 strong Fiserv assets:
the world-class hardware and software platform on Clover, along with the best-in-class partner management and operational tool of CoPilot, which gives ISVs a unique view into all of the merchants' activities, ranging from merchant application processing to support.
Our commitment to being the best partner for ISVs is resonating. We signed 47 new ISVs in the third quarter, bringing our total wins to 142 year-to-date. We continue signing up ISVs that are new to payments and winning against the competition. This quarter, more than half of our wins were competitive takeaways. Before I address our international progress, I'd like to highlight another focus area in our merchant business, point-of-sale lending. We are leveraging our position as the operating platform for businesses small, medium and large to offer a range of buy now, pay later options. We are expanding our referral relationships while simplifying the merchant experience through integrations with our platforms like Clover. We currently have referral agreements with Zip, Citizens Pay and Bread. We're also working with our FI clients to bring payer BNPL offerings to market. For example, we are partnering with Synchrony to offer buy now, pay later solutions on our card processing platform, Optus. Synchrony also recently announced acceptance of private label cards through Clover. On our Investor Day, we talked to you about our Merchant Acceptance growth strategy for international. We remain focused on growing our global market presence with world-class bank partners and through our direct channels, all while leveraging the strength of common platforms and connections. The global expansion of Clover platform into APAC, Latin America and EMEA are all currently in flight. We're on track to roll out Clover in India by the third quarter of 2022, a tremendous opportunity given the size and growth potential of the market. Clover is already in market in Argentina and is expected to launch in Brazil next year, thereby covering the 2 largest markets in Latin America. In EMEA, Clover is in market across the U.K., Germany, the Netherlands and Ireland, with a further boost expected with the rollout of the Deutsche Bank JV that we announced last quarter. Among the key APAC deals completed in the quarter is an omnichannel merchant acquirer processing mandate from Bank of China for their fast-growing Macau market. Moving to EMEA, Fiserv partnered with PostFinance, one of the largest financial institutions in Switzerland, to provide credit card acquiring services to their Swiss merchant clients. We're starting with an initial 4,000 merchants that accept the PostFinance today, with plans to expand to the entire merchant base of 60,000 over time. Fiserv is also supporting Restaurant Brands, owner of iconic brands, including Burger King and Popeyes, as the company expands its footprint across Europe with an omnichannel approach. Fiserv will provide acquiring services for Burger King in the U.K. and the Nordics and Popeyes in the U.K. To close on the merchant segment. As you may recall, in April, we won a 20-year deal to become the exclusive provider of merchant acquiring services for Caixa Econômica Federal, one of the largest Brazilian banks. We are pleased to report that the implementation of this mandate started at the beginning of August and is going extremely well, with 65,000 merchants onboarded as of last week.
Moving to the Payments and Network segment. Organic revenue grew 6% in the quarter, resulting in year-to-date growth of 5%. Our Payments segment consists of 3 businesses:
global credit processing and output solutions, which we call issuer solutions, which is 40% of the segment; debit processing and debit networks, which we call -- we refer to as card services, also 1/3 of the segment; and the third business is comprised of digital solutions, bill pay and our prepaid business.
Our issuer solutions business, which grew just below the overall Payments segment average, is seeing the benefit of a continued credit recovery, with general purpose credit gross active accounts up in the high single digits. Note that our credit issuer solutions revenue is driven by number of accounts, not credit volume. However, as credit volumes recover, the number of accounts will follow. Looking ahead, we expect growth in the business to be driven by the continued ramp of last year's notable wins, including 3 of the top 25 issuer wins, which we announced last year. We also recently completed PNC's conversion of BBVA's card portfolios through our platform. Our retail private label portfolio also continues to recover from its COVID lows, although at a slower pace than we anticipated at the beginning of the year. Within card services, which grew organic revenue a couple of points faster than the overall Payment segment average, we saw a strong growth in debit transactions driving our issuance and network businesses. Looking ahead, we expect to sustain growth for this business by broadening our total addressable market. For instance, in the quarter, our STAR debit network signed an agreement with leading U.S. consumer fintech, Chime, to become its preferred unaffiliated network for debit. We believe that aligning one of the largest fintech issuers is a testimony to the scale and technical capabilities of the STAR network and positions the network well for future growth. This was also one of our notable action synergy revenues in the quarter. During our Investor Day, we discussed the opportunity to offer a fully managed by Fiserv credit card issuing option to community FIs and shared that we were actively exploring this market. We are pleased to announce that we are currently piloting our agent credit program offering, branded Credit Choice, and will launch in Q1 2022. Credit Choice is a fully managed credit card issuing-as-a-service solution that allows our community FIs to offer their customers an FI-branded credit card experience that is fully integrated into their debit solution, but without the operational burden of running their own credit card portfolio. Credit Choice leverages our scale distribution and world-class card issuing surround solutions, such as OnDot and SpendLabs to expand into a sizable, new, addressable market for Fiserv where the economics per card are considerably richer than in processing. We have already seen strong, early interest from clients, with hundreds of prospects in the pipeline. On our Q2 call, we spoke to you about our rich, mobile-first consumer and business offerings powered by recent acquisitions, OnDot and SpendLabs. The early results of the launch have been very encouraging. We completed the integration of the CardHub platform into our credit and debit processing platforms and into our Mobiliti mobile banking platform. We are seeing tremendous demand for this integrated solution from both new prospects as well as existing CardValet clients, whom we expect to fully migrate to the integrated CardHub solution by the end of 2022. In addition, we expect to expand the platform to add loyalty, installment payment and dispute management, thereby establishing CardHub as a key differentiator and to drive new sales and client retention. For our financial institution clients, this solution is a game changer. It enhances consumer engagement with their digital banking platform, creates more fee income through greater card usage, and catapults the FI's overall digital experience into the leagues of some of the world's top banks and neobanks. In the third business, results are mixed. We had good growth in our digital payments activity, led by Zelle transaction growth of 75% in the quarter and the number of clients live now reaching just under 750. Prepaid growth was driven by new client wins within our Gift Solutions business. We expect growth to continue, driven by new use cases. Our bill pay business, which encompasses both the direct biller and bill pay through our financial institutions, continues to grow slower than expected. However, we're extending our bill pay capabilities beyond the financial institution channel, going live later this month as an enabler of PayPal's bill payment functionality within PayPal's new app. Additionally, we expanded our relationship with a large telecom provider to enable commercial card payments with our BillMatrix solution. Moving to the Financial Technology segment. The quarter was in line with our expectations, posting organic revenue growth of 4%, resulting in 4% growth year-to-date. We added 14 new core account processing clients in the quarter, including 7 competitive takeaways and 2 de novo wins. Our DNA platform is seeing great success, including with larger financial institutions, as evidenced in the Valley National Bank and Dollar Bank wins, with assets over $40 billion and $10 billion, respectively. Abiliti, our modern, cloud-based, API-driven digital banking platform, is seeing great momentum with 150 incremental sales in the quarter. 138 of these sales were to existing clients, which will drive our clients' digital transformation and deepen the penetration of our fully integrated digital surrounds, such as CardHub, sale and SpendLabs. The remaining 12 were new logo sales, with half being core competitive takeaways.
We also continue to enrich our open banking and fintech ecosystem, again, in line with the goals laid out in last year's investor conference. We launched our new developer portal, which we call the Fiserv developer studio, towards the end of the third quarter. The developer studio provides rich and expansive API integrations to support banks, fintechs, merchants and enterprise clients with developer tools needed to accelerate innovation, integrations across the entire Fiserv ecosystem. Additionally, we also announced partnerships with exciting new fintechs:
FutureFuel.io and Streetshares, aimed at creating new white space opportunities in digital for both retail consumer and small business lending, respectively.
We believe that we're extremely well positioned to continue to drive revenue in the segment higher by delivering new innovation, such as Abiliti; strategically acquiring and integrating attractive surround solutions, like OnDot and SpendLabs; and leveraging the power of the developer community through our developer studio API portal or dedicated go-to-market integrations like FutureFuel.io and StreetShares. Now let me pass the discussion to Bob for more detail on our financial results.
Robert Hau:
Thank you, Frank, and good morning, everyone. Before I begin reviewing the detailed business results, as Shub mentioned, we are aligning with the broader community and simplifying our message by clarifying our internal revenue growth metric as organic constant currency revenue. This does not change how we calculate this measure, just clarifies the terminology. It will be the same definition in calculations we've used in prior quarters.
On Slide 11, we've included a new schedule to clearly provide an understanding of the walk from GAAP revenue to internal or organic revenue for the third quarter. This summary can be seen in more detail in the appendix of our presentation. Now I will cover some detail on each of our segments. If you're following along on our slides, I'm starting with Slide 4. We feel great about our performance for both the quarter and the first 9 months of the year. And we are well positioned to achieve strong full year financial results. Total company organic revenue was up 10% in the quarter, with growth across all segments, led by Merchant Acceptance segment, which grew 18%. Year-to-date, total company organic revenue grew 11%, also led by the Merchant Acceptance segment, which grew 21%. Total company adjusted revenue also grew 10% to nearly $4 billion in the quarter. Year-to-date, total company adjusted revenue has grown 11% to $11.4 billion. Third quarter adjusted operating income was up a strong 15% to $1.4 billion and adjusted operating margin increased by 130 basis points to 34.2%. This margin improvement was driven by our strong revenue results and our continued disciplined cost synergy execution, which produced $64 million of incremental cost synergies during the quarter. And we have now actioned $1.16 billion programmed today. Year-to-date, adjusted operating income increased 23% to $3.8 billion. Adjusted operating margin year-to-date expanded 330 basis points to 33.2%. Our third quarter adjusted earnings per share increased 23% to $1.47 compared to $1.20 in the prior year. Through September 30, adjusted earnings per share grew 29% to $4.01, putting us on pace to achieve our 36th consecutive year of double-digit adjusted earnings per share growth, a testament to the incredible strength and resiliency of this company. Free cash flow for the first 9 months of the year was $2.3 billion, resulting in an 85% free cash flow conversion. This result was driven by increased capital investments related to technology, world-class facilities and the integration of newly acquired businesses; a working capital increase driven by revenue growth; and a reduction in the net operating loss carryforward benefit. With these investments and strong revenue growth, we now expect free cash flow conversion to be 95% to 100% for the full year.
Now looking to our segment results, starting on Slide 6. Organic revenue growth in the Merchant Acceptance segment was a very strong 18% in the quarter and 21% year-to-date. Our revenue was driven by a combination of growth in volume and transactions. Our results were once again driven by strong performance across all 3 platforms:
Clover for SMBs, Carat for large businesses and Clover Connect for ISVs.
Clover continues to build upon the momentum and strength of our product offering as it posted a very strong 47% GPV growth year-over-year or $196 billion on an annualized basis, with growth across all of our distribution channels. With Carat, we won 45 new global enterprise e-commerce clients on the platform in the quarter. In addition, Carat expanded its mandate with existing high-quality brands, such as Valero. Continuous leading the high-growth, online EBT space, Carat has launched more than 50 clients to online EBT in the past 12 months. Our ISV volume in this quarter through Clover Connect grew 71% year-over-year and up almost 150% versus the third quarter of 2019. We are winning both ISVs that are new to payments as well as competitive takeaways. Adjusted operating income in the Acceptance segment increased 30% to $552 million in the quarter and adjusted operating margin was up 300 basis points to 32.2%, driven by top line strength. Through September 30, adjusted operating income improved 57% to $1.5 billion and adjusted operating margin grew 710 basis points to 30.6%. Turning to Slide 7. The Payments and Network segment posted organic revenue growth of 6% in the quarter, resulting in year-to-date growth of 5%. As Frank outlined in his composition of the segment, our card services, digital payments and prepaid businesses outperformed the segment organic revenue growth rate. Global issuer solutions came in just under the segment average, while bill pay was a headwind. Account to account transfers and P2P solutions continue to rise with consumer demand. Zelle transactions in the quarter were up 75%, and the number of clients live on Zelle was up 65% in the quarter. Debit transactions grew 11% in the quarter, a strong result in light of the tougher year-over-year comparisons in the third quarter versus the second quarter, driven by the macro impact of the reduced benefits of the stimulus. Given the performance year-to-date, we expect to see the Payments and Network segment's full year organic revenue rate to be within the medium-term outlook growth rate of 5% to 8%, driven by the continued ramp in new client onboarding and strong uptake of our advanced digital offering. However, this outlook is slightly tempered versus our previous expectation of approaching the higher end of 5% to 8% organic revenue growth target range. Adjusted operating income for the segment was up 7% to $650 million, and adjusted operating margin was up 50 basis points to 44.0% in the quarter. Year-to-date, adjusted operating income was up 7% to $1.9 billion, and adjusted operating margin was up 110 basis points to 43.4%. The results were driven by positive momentum in our card and issuer business and the positive impact of revenue and cost synergies. Turning to Slide 8. The Financial Technology segment organic revenue grew at 4% in the quarter. Year-to-date, organic revenue growth for the segment is 4%, within our medium-term outlook for this segment of 4% to 6%. Our digital banking capabilities and digital solution offerings continue to win in the marketplace. As Frank mentioned, we added 14 new core account processing clients in the quarter, half of which were competitive takeaways. We completed our integration of OnDot card management capabilities into our Mobiliti mobile banking platform and are currently in market with that offering. Mobile deposits in Q3 grew 10.5% over the prior year, while self-service ATM deposits grew nearly 60% over last year. Adjusted operating income was up 4% in the quarter to $275 million and up 10% year-to-date to $794 million. Adjusted operating margin in the segment decreased 40 basis points in the quarter to 36.0%. However, on a 2-year basis, adjusted operating margin has increased 560 basis points versus the third quarter of 2019. Adjusted operating margins expanded 190 basis points to 35.3% year-to-date. The adjusted corporate operating loss was $121 million in the quarter, in line with last year. The adjusted effective tax rate in the quarter was 20.3%, improving 260 basis points versus prior year. And we now expect our full year adjusted effective tax rate to be about 20%. During the quarter, we continued our disciplined capital allocation strategy by repurchasing over 3 million shares for $365 million. We have more than 52 million shares remaining authorized for share repurchase. As Frank mentioned, earlier this month, we entered into an agreement to acquire BentoBox, a digital marketing and e-commerce platform focused on driving growth and engagement for restaurants, that we will integrate into Clover's dining solutions to further strengthen our omnichannel restaurant platform. We expect to close this transaction later this quarter. Total debt outstanding was $21 billion on September 30, and the debt to adjusted EBITDA ratio decreased to 32 to 3.2x. Q3 was another demonstration of our time-tested capital allocation strategy, which includes maintaining a strong balance sheet, making organic investment in innovative solutions and pursuing high-value acquisitions. With that, let me turn the call back to Frank.
Frank Bisignano:
Thanks, Bob. I'm very proud of the results we've accomplished, with another quarter of double-digit adjusted revenue growth and double-digit adjusted EPS growth.
In addition to delivering on our financial results, we continue to focus on our associates and our communities. In July, Fiserv was named to the Disability:IN's Disability Equality Index 2021 Best Places To Work, and in September, received the Silver Torch Award from the National Black MBA Association as Partner of the Year, recognizing our commitment to putting diversity at the forefront of our values and talent and client engagement strategies. During the quarter, we also entered into a multiyear relation with -- into multiyear relationships with Girl Scouts USA and the Russell Innovation Center for entrepreneurship. These partnerships focus on increasing access and opportunity for aspiring women and minorities within the entrepreneurial ecosystem. We also expanded our Back2Business program to Detroit and the Washington, D.C.; Maryland, Virginia area as well as internationally with our entry into the U.K. Additionally, during the quarter, we also completed our CDP submission, and for the first time, published our EE0-1 filing on our Internet site. None of these achievements would have been possible without our world-class talent. I thank our more than 40,000 associates around the world for their commitment and courage as we stand together to deliver value for clients, our colleagues and you, our shareholders. With that, operator, please open the line for questions.
Operator:
[Operator Instructions] Our first question comes from Tien-Tsin Huang from JPMorgan.
Tien-Tsin Huang:
I want to ask on Acceptance. I'll ask on Acceptance. Looks like you outperformed the global Visa volume, if I'm looking at this correctly. But the yields turned negative in the third quarter. I know it was positive last quarter. So just a question here on pricing and mix in general for Acceptance. And what the outlook on yields might be here going into the fourth quarter?
Robert Hau:
Thanks, Tien-Tsin. This is Bob. I would attribute largely that variation to the difference between volume and trends of our mix relative to what you might see in Visa as well as the yield. Ever so slightly, that ebbs and flows within the quarter depending on the mix of SMB versus enterprises. Overall, we feel quite good about the overall performance, how we're performing against the overall market and against our peers.
Tien-Tsin Huang:
Got you. So more mix than pricing.
Robert Hau:
Yes.
Operator:
Our next question comes from Lisa Ellis from MoffettNathanson.
Lisa Dejong Ellis:
Terrific. I think I'll follow up on Tien-Tsin's question, and actually specifically ask about the large processing client roll off that you highlighted. That looks like it's about a 5-point drag on overall volumes in Merchant Acceptance and a larger drag on e-com. Can you just elaborate a little bit on that situation? And specifically, how should we think about how it's affecting revenues. Like if it's a low-yielding client? And then also, is that something now that will take another 3 quarters before it lapsed? Or just any additional detail there would be helpful.
Robert Hau:
Yes, Lisa. The way to think about this, this is a large client that we processed through a joint venture. We pointed it out in terms of adjusting our volume and transactions for transparency, it has very little impact overall on the actual revenue. And the revenue numbers you see there are as reported, so including that decline. That client is largely off our platform at this point, and so you'll see it from a year-over-year standpoint. But there's no more decline going forward because they're essentially off our platform at the end of third quarter.
Operator:
Our next question comes from Dave Koning from Baird.
David Koning:
Nice job. I guess, first of all, just in Acceptance, I think last quarter, you even mentioned Q4 being up sequentially from Q3. I guess, is that still the case? And maybe as I look back on some of the more normal years, it seemed like you'd grow a few percent sequentially in Q4. Just wondering anything in Q3 or Q4 that would disrupt that kind of normal few percent up sequentially pattern?
Robert Hau:
So you're talking about growth quarter-to-quarter sequentially?
David Koning:
Yes. Just sequential revenue growth in Acceptance. It looks like a few percent up is kind of normal in Q4.
Robert Hau:
Yes, David, I think it's tough to call anything normal these days. I would expect our fourth quarter to be roughly in line with third quarter sequentially for this year.
David Koning:
Okay. Okay. Cool. And then I guess, secondly, just Payments, I know you kind of called out how it's going to be within the range. You'd said for maybe at the upper end of the range. Is some of that anything that's falling into 2022 now? Were there any maybe delays in implementations? Or anything there that just kind of makes '22 now a little better than it previously would have been?
Robert Hau:
Yes. I wouldn't call it any delays per se, but we highlighted a few growth drivers that we'll see into 2022
Frank Bisignano:
We also have those -- 3 of the top 25 issuers that are beginning onboarding. So that will be within the numbers next year. And you heard us talk about us converting BBVA onto our platform also for our client, PNC. So -- and you're going to continue to get the Zelle ramp in there also as that continues to grow and we onboard more. So I think those all will factor into next year's numbers.
Operator:
Next, we have James Faucette from Morgan Stanley.
James Faucette:
I wanted to ask a little bit more of a strategic question. I appreciate all the color on near-term trends and benefits that you're getting from new customer wins. But Frank, it seems like you have picked up a little bit the pace of acquisitions, at least the announced ones recently. Can you talk about how you're feeling about potential and importance of doing acquisitions as part of your FIS or as part of your overall strategy, and if that's evolving at all? And I guess tied to that, Bob highlighted the balanced capital allocation. But I'm wondering if it makes sense to accelerate debt paydown a little bit to improve optionality in case bigger deals come along.
Frank Bisignano:
Well, maybe I'll talk about what we've been doing on M&A, and how we're looking at M&A. And I think the first thing is, whether it's M&A or building out businesses, we're investing organically and inorganically. And I think the thing that, hopefully, you see is our agility and speed and innovation.
We talked about OnDot, and it's fully integrated beyond its initial capability and now in our mobile product and winning in the market. You see us go and look at BentoBox. And we're extending our total addressable market with the capability that will start with restaurants, but actually could be a storefront and much larger. But all of these are nurturing good, strong startups that then we'll allow to thrive in our environment. And we put the capital behind them to integrate them and grow. And you hear how we bring SpendLabs along with it. So I think you should expect us to continue that and realize that -- I think we believe we have a deep skill set in integrating properties, transforming our property itself. In some cases, we're even disrupting ourselves in the process as we move from CardValet to CardHub to an integration. So you should expect us to continue to do that and be very, very thoughtful about acquisitions. But we will invest inorganically and we'll invest organically. And we will invest organically in the acquisitions to allow them to thrive within our ecosystem and not to be stand-alone entities.
Robert Hau:
And then, James, as far as paying down debt, we've seen a significant reduction or improvement in our leverage, now at 3.2x. Back when we completed the merger, we were just over 4x. But we continue to generate good free cash flow. And as you may recall, back at our Investor Day last December, we talked about the capital to deploy over the next 5 years of more than $30 billion.
As we enter 2022, not only will we have very strong cash flow, but we will also have capacity on the balance sheet. As EBITDA grows, the company will naturally delever. And so we'll have the capability to borrow just to maintain that historic leverage ratio. So we feel like we're very good -- positioned to be able to complete acquisitions that we feel we want to complete. It's not prohibited or constrained by capital.
Operator:
Next, we have Jason Kupferberg from Bank of America.
Jason Kupferberg:
Just wanted to start with a follow-up on the -- that large processing client that is coming out of the numbers here. I guess it looks like it's an e-com client just based on how much it impacted the e-com volume numbers specifically. And was this just a competitive situation that was becoming too price intense from your guys' perspective? Just wanted to get a little bit more color because it's fairly sizable, it appears.
Frank Bisignano:
Yes. I mean let's go first to -- that volume coming off our system is in our revenue number. So hold that thought, right? I mean -- so when you look at a large processing client off a JV, that's exactly what it sounds like. Which is, first of all, they -- this was long telegraphed by the client. But when we always talked about our business, we knew the RPT on this and never saw it as an real economic impact. Really just a volume impact to our business. And they went in-house. It wasn't a competitive takeaway, and it was part of their strategy. We're happy to support them with our processing capability through our JV for the period of time that we did it.
Jason Kupferberg:
Okay. And just on the free cash flow conversion. I just wanted to hone in on what, I guess, were the most significant changes in your expectations versus last quarter. Because I mean, at the end of the day, I know, on a quarterly basis, obviously, working capital can move around. But the full year revenue is coming in right in line with your plan. Presumably, the diminished benefit of the NOL would have been known previously. So is this really just a function of kind of higher CapEx than you anticipated at the end of the day versus what you were thinking last quarter?
Robert Hau:
Yes. Jason, the way to think about it is, our 11% revenue outlook, certainly at the high end of our original outlook, was 7% to 12%. So we're growing quite a bit faster than we originally expected overall. We are also seeing meaningful opportunities to invest for growth. So to your point, CapEx is higher in terms of spending on creating new capabilities, new products and services as well as integrating the acquisitions that we announced earlier in the year. Things like OnDot, the software development that we're investing there to not only integrate into our existing capabilities, our other products and services, but to create new capability with some of those acquisitions, led us to make the decision to continue to invest in growth and still have very good free cash flow and good cash conversion overall.
Operator:
Next, we have Ramsey El-Assal from Barclays.
Ramsey El-Assal:
Frank, I wanted to ask you a kind of a broader question. There seems to be some debate or discussion among investors about potential fintech kind of disruptive forces in the marketplace. At the same time, it seems like you guys function as somewhat of an infrastructure or enablement layer for fintechs. I mean even from the call today, you talked about Chime and Baakt and PayPal, and I know there's a slew of others. So can you talk about this tension between fintech as a competitor and a potential disruptor versus fintech as just sort of a high-growth distribution channel for the business?
Frank Bisignano:
Yes. I mean I take this as a long-term issue really back in time, right? I mean we're a platform, as we like to say, for everything from fintechs to SMB to large enterprises. And if you think about what we did with Clover, that was opened up a community to the development community, so we can be a platform for them and then a platform for our end users.
So my view and our view is we're happy to do things to disrupt ourselves, like you see us doing with the SpendLabs, the OnDots. And even Clover was a disruptor of ourselves. And we'll continue to use our platform to enable. And ultimately, we want to serve all communities. So if you think about things we've talked about here, Chime previously, NYDIG, Baakt being an enabler and one of our clients' coin base. You think about us bringing PayPal into the bill payment ecosystem. We are going to use our platform to enable. And then we're going to compete heavily with our full capabilities. So our traditional clients who will get all the capabilities and continue innovation. And we will also enable those that have the capabilities that we believe our clients would use. When you think about all of that -- you hear us talk about being a token provider for Microsoft. That's about bringing their authorization rates higher. So I don't really find any conflict here. We have waterfront property. We open up the waterfront property. And our job is to enable commerce, and we get paid for enabling commerce.
Operator:
Next, we have Darrin Peller from Wolfe Research.
Darrin Peller:
I want to hone in on Clover because I know there's been a lot of discussion on what that asset could mean for you. So help us understand. Any more metrics you think makes sense on the success of that asset? Obviously, it continues to grow well. But any other metrics in terms of how big the revenue is from that now? What kind of growth do you anticipate? Maybe any kind of profitability, volume?
And then also, is there an opportunity given some disruption we're hearing about in the market around a Chinese competitor having some challenges on their terminals in the market now? I think they have 1 million -- 3 million or so terminals that might be challenged now. Could there be a replacement opportunity for Clover on that?
Robert Hau:
Yes, Darrin. It's Bob. Overall, obviously, we are quite pleased with the progress and the continued growth prospects of Clover. GPV up 46%, just under $200 billion for third quarter on an annualized basis. We continue to invest in new capabilities and expand our reach there. As you know, a large proportion -- about 90% of that volume is new to Fiserv, and so that is certainly a growth driver for the company overall and continue to expect that going forward.
We're adding capabilities. BentoBox, as a great example, is building out some of the verticals. Across that capability, we have significant, strong distribution channels. And with the dissolution of the BAMS joint venture, we have a good and very quickly growing direct channel that we didn't see us have a few years back. And so we continue to see good opportunity there. And in terms of the terminal dynamic, we have -- obviously, we have our own Clover devices. We also use other terminals for the other parts of our company. And we have a variety of different providers of those terminals, and no disruption to us at this point.
Frank Bisignano:
Yes. And I would just add, Clover is a platform of choice. You heard about the international expansion of that. And I would think that as people are making choices going forward with disruption, for others, that will just further accelerate our growth.
Darrin Peller:
Yes. Yes. I would think that could be an opportunity for you to take a lot of share in the U.S., at least with what's going on there. A quick follow-up is just on the cash flow and the capital deployment. Just given what normalized earnings could be, how strongly -- or would you consider a more material accelerated share buyback by any chance just given you're now -- you probably will be at about that 2.8 turns leverage target, let's call it, at the end of the year?
Robert Hau:
Yes, Darrin. I think the way we think about capital deployment has been and remains quite consistent and quite balanced. We continue to focus on growing the business organically, doing value-accretive inorganic growth, i.e., acquisitions. And then, obviously, always looking to return cash to shareholders where appropriate. I don't think you ought to anticipate us doing a large buyback. As you know, we're essentially in the market every quarter and have been for years, short of the short period of time between announcing and closing our merger back in 2019. And we'll continue to be a disciplined capital allocator.
Operator:
Our next question comes from Timothy Chiodo from Crédit Suisse.
Timothy Chiodo:
I wanted to dig in a little bit more with 2 mix-related questions on Clover. And you sort of alluded to in the last question, but hopefully, we can get some of the mix percentages. So first would be around the portions of revenue. So a large portion would be payments related. But also, you highlighted at the Investor Day some increasing software attach; strength in value-added services; and then also, clearly, there's the hardware component. So even if you could just give sort of rough breakdown of those components.
And then the second part is around mix and distribution. So you alluded to some of the various channels, whether it be direct, in bank partners, retail ISO, wholesale ISO, even just broad strokes on the mix of distribution would be really helpful.
Robert Hau:
Yes, Tim. So a couple of things to think about there. One, in terms of channel, we are seeing broad growth across all of our channels, whether it's through partners, through ISV, ISOs, through obviously our joint ventures as well as, as I mentioned in a previous question, building out our direct channel. We have, have had and continue to be focused on having a very wide breadth of distribution capabilities and continue to focus on winning in all of those channels. And that remains -- it has been and will continue to be a broad focus of ours.
And then in terms of breakdown of revenue, we haven't given detail around the mix of hardware versus software versus processing. Obviously, the vast majority of our revenue in the Merchant Acceptance business is the merchant acquiring revenue inside of Clover. Obviously, we've got hardware that we sell. But the magic to Clover is you sell the hardware and then you have a processing client, a merchant acquiring client for years and years with high attach and high attainment rate. And we continue to focus on that.
Operator:
Our next question comes from David Togut for -- from Evercore ISI.
David Togut:
Within Merchant Acceptance, what impact are you seeing on your payment volume when a competitive buy now, pay later solution is added at one of your e-commerce clients? And in particular, I'd appreciate your help with 2 things
Robert Hau:
Yes. I think a couple of things. Number one, we have a number of referral partners. And over the last several quarters, we've announced these or talked about these, whether it's Zip or Bread or Citizens Pay. We continue to be focused on enabling multiple options for our merchants. And obviously, we're the merchant acquirer for those merchants, and so providing that capability maintains that relationship with those merchants. And in terms of credit versus ACH, et cetera, I think broad industry view is, today, a large portion of that -- paying for buy now, pay later activity is actually paid or are finally executed through card payments.
David Togut:
So you're not seeing any specific mix in terms of ACH when you look across kind of BNPL adoption at your customers.
Robert Hau:
No. I think the key there is, while buy now, pay later has a high volume in terms of news, it's still a relatively small portion of the overall GPV or merchant space and not moving the needle. And in fact, in some instances, instead of one transaction, you're actually seeing 4 transactions.
Operator:
Our next question comes from Dan Dolev from Mizuho.
Dan Dolev:
Can you give us some color on the -- what's implied in the fourth quarter organic growth guidance for the 2 other segments, for Payments and Fintech? That would be great.
Robert Hau:
Dan, you were quite muffled. Can you repeat that question?
Dan Dolev:
Can you give us some color on what's implied by the guidance, the organic growth guidance for the other 2 segments, Fintech and Payments and Networks?
Robert Hau:
Yes. So I think I tried to give some of that color in our prepared remarks. In our FinTech segment, year-to-date, we're now at 4%. And we expect for the full year to be in that medium-term outlook range of 4% to 6%. And then in our Payments segment, again, relative to kind of our medium-term guidance, our medium-term outlook of 5% to 8%, we expect to be in that range. That is adjusted from previously, where we expected to be at the high end of the -- toward the high end of the range. Right now, I'd say just in the range. And year-to-date, we're at 5%.
Operator:
And that was our last question for today's call.
Frank Bisignano:
I'd like to thank everybody for joining us this morning. We appreciate your support. If you have further questions, please contact our Investor Relations team. Have a great day, and thank you for everything.
Operator:
Thank you all for participating in today's conference. You may disconnect your line, and enjoy the rest of your day.
Operator:
Welcome to the Q2 2021 Frank's International N.V. Earnings Conference Call. My name is Vanessa, and I'll be your operator for today's call. Thank you, so much for standing-by. I will now turn the call over to Melissa Cougle.
Melissa Cougle:
Good morning, and welcome to the Frank's International conference call to discuss our second quarter results. Our speakers today, as shown on slide 2 of the earnings presentation, are Mike Kearney, Chairman, President and Chief Executive Officer; and myself, Melissa Cougle, Senior Vice President and Chief Financial Officer. A presentation has been posted on our website that we will refer to throughout this call. If you'd like to view this presentation, please go to the Investors section of our corporate website at franksinternational.com.
Mike Kearney:
Thank you, Melissa. We appreciate everyone joining us for the call today. Turning to slide 5. We delivered solid second quarter results, with adjusted EBITDA increasing 85% sequentially. Total revenue also improved 14% from the prior quarter. Our profitability has continued to improve each quarter, since we initiated our profitability improvement plan. These actions, as well as our general business recovery, resulted in adjusted EBITDA margins of 12%, which are the highest margins achieved since the beginning of 2016. Customer activity levels have continued to increase across all of our segments and geographies, starting with revenue growth of 8% sequentially in our Tubular Running Services segment. In our Tubular segment, revenue increased 42% sequentially, with strong tubular deliveries and higher drilling tool activity, including an international tubular delivery. Although, we experienced a pullback in our Tubular segment in the first quarter, we did see the expected improvements in both domestic and international tubular deliveries in the second quarter and believe the second half of the year will bring more steady progress, barring any unplanned delays in deliveries.
Melissa Cougle:
Thank you, Mike. Referring to slide 9. During the second quarter, revenue increased 14% sequentially showing strong growth. We experienced improvements across all segments and regions during the quarter with increasing activity levels globally and improved penetration of our newer product lines. The company was able to translate these increases into significantly improved profitability with adjusted EBITDA of $12.4 million, an increase of 85% from the prior quarter. This strong performance is due to Frank's historically high operating leverage with additional benefit from our cost improvements made and the adoption of higher-margin technology packages.
Mike Kearney :
Thank you, Melissa. Before we close out today's call, I would like to reiterate a few key points. First, we are very excited about our planned combination with Expro Group, which is expected to close by the end of the third quarter. The teams of both respective companies are dedicated to creating one of the strongest oilfield service companies in the industry and providing some of the most innovative solutions to our customers globally Second, Frank expects to experience additional improvement in the second half of the year, as we maintain a strong line of sight on additional rig deployments and project start-ups. Finally, we will continue to focus on operational execution, capital discipline and cost reduction efforts, which has enabled us to maintain one of the strongest balance sheets in the oilfield services space. This enviable position puts the new combined company on solid footing as it progresses through the integration process and positions itself for future growth and expansion. As we approach the closing of the Expro merger, I would like to reiterate my continued thanks to all of our employees for their hard work and dedication to the Frank's organization. Your unselfish drive to excel, even through the difficulties brought about by COVID has enabled our organization to stay focused on providing the absolute, best service quality for our customers and safety for our employees. We look forward to updating you on our progress in the near future as a combined entity. Many thanks to everyone on the call, for your continued interest in Frank's. We hope you enjoy the rest of your day. Goodbye.
Operator:
Thank you. Ladies and gentlemen, this concludes our conference. We thank you for participating. You may now disconnect.
End of Q&A:
Operator:
Welcome to the Q1 2021 Frank's International N.V. Earnings Conference Call. My name is James, and I'll be your operator for today's call. And I'd now like to turn the call over to Melissa Cougle. Melissa, you may begin.
Melissa Cougle:
Good morning, and welcome to the Frank's International conference call to discuss our first quarter 2021 earnings. Our speakers today, as shown on Slide 2 of the earnings presentation, are Mike Kearney, Chairman, President and Chief Executive Officer; and myself, Melissa Cougle, Senior Vice President and Chief Financial Officer. A presentation has been posted on our website that we will refer to throughout this call. If you'd like to view this presentation, please go to the Investors section of our corporate website at franksinternational.com.
Mike Kearney:
Thank you, Melissa. We appreciate everyone joining us for the call today. Turning to Slide 5. We delivered solid first quarter results with adjusted EBITDA increasing 44% sequentially to $6.7 million. Total revenue was largely in line with the prior quarter and our previously disclosed expectations. Our profitability continues to improve from prior quarters attributable to our cost reduction activities undertaken in 2020 as well as improvement in our Tubular Running Services segment. From an operational perspective, we experienced higher customer activity levels in all of our international operating basins and accelerated improvement in our U.S. Land business. The improvement in our Tubular Running Services segment was principally driven by higher activity levels and, in particular, rigs returning to work in the North Sea and offshore West Africa. We were also aided by the full quarter impact of project start-ups in the Middle East and accelerated improvement in U.S. Land, with the U.S. Land rig count increasing another 25% in the first quarter.
Melissa Cougle:
Thank you, Mike. Referring to Slide 7, revenue decreased 1.6% sequentially, in line with our previously disclosed expectations. We experienced sequential improvement in both our Tubular Running Services and Cementing Equipment segments this quarter, and relatively lower performance in our Tubular segment as some of our pipe deliveries have been pulled forward into the fourth quarter of 2020.
Mike Kearney:
Thank you, Melissa. Before we close out today's call, I would like to reiterate a few key points. First, we are excited about our planned combination with Expro Group, which is expected to close by the end of the third quarter. The teams of both respective companies remain excited and dedicated to creating one of the strongest oilfield services companies in the industry, providing some of the most innovative solutions to our customers globally. Second, Frank's expects to experience material improvement in the second quarter as we maintain a strong line of sight on additional rig deployments and project start-ups in the second quarter as well as throughout the second half of 2021. Finally, we will continue to focus on operational execution, capital discipline and cost reduction efforts, which has enabled us to maintain one of the strongest balance sheets in the oilfield services space. This enviable position puts the new combined company on solid footing as it progresses through the integration process and positions itself for future growth and expansion. In closing, I would like to reiterate my continued thanks to all of our employees for their hard work and dedication to the Frank's organization. As we move closer to finalizing the merger with Expro Group, it will be the hard work and dedication of our employees that enable our organization to stay focused on providing the absolute best service quality and safety for our customers. We look forward to updating you on our progress in the near future as a combined entity. Many thanks to everyone on the call for your continued interest in Frank's. We hope you enjoy the rest of your day. Goodbye.
Operator:
Thank you, ladies and gentlemen. This concludes today's conference. Thank you for participating. You may now disconnect.
End of Q&A:
Operator:
Good morning, and welcome to the Q4 2020 Frank's International N.V. Earnings Conference Call. My name is Nara, and I'll be the operator for today's call . I will now turn over to Ms. Melissa Cougle. Melissa, you may begin.
Melissa Cougle:
Good morning, and welcome to Frank's International conference call to discuss our fourth quarter and full year 2020 earnings. Our speakers today, as shown on Slide 2 of the earnings presentation, are Mike Kearney, Chairman, President and Chief Executive Officer and myself, Melissa Cougle, Senior Vice President and Chief Financial Officer. Joining us for the Q&A portion of today's call will be Steve Russell, Senior Vice President of Operations.
Mike Kearney:
Thank you, Melissa. We appreciate everyone joining us for the call today. Turning to Slide 4. We delivered solid fourth quarter results with total revenue increasing 14% sequentially to just over $96 million. From an adjusted EBITDA standpoint, we were able to move the company back into positive territory, and what we believe to be the bottom with adjusted EBITDA increasing to $4.6 million. From an operational perspective, we experienced improved customer activity levels, primarily in our Tubular Running Services segment. We witnessed multiple rigs going back to work in several core operating areas, after previously being sidelined due to the COVID-19 pandemic. Additionally, we experienced an improving revenue backdrop in our US onshore business, which mirrored the average US land rig count increasing over 20% in the fourth quarter.
Melissa Cougle:
Thank you, Mike. Referring to Slide 7, despite a 14% growth in the fourth quarter, the company did see an overall revenue decline of 33% year-over-year, driven by the tremendous reduction in rig activity. This was brought about by the pandemic and affected both domestic and international rig counts. Mike mentioned the drivers of our strong fourth quarter performance, and we are optimistic these results indicate we are seeing a recovery pattern emerge, positioning us for further growth in 2021. Simply stated, we believe the worst is behind us. Full year adjusted EBITDA was $9 million and fourth quarter adjusted EBITDA totaled $4.6 million, representing a substantial improvement compared to the prior quarter. This also generated an incremental EBITDA margin of approximately 47%. Improved customer activity levels, especially in our Tubular Running Services segment and continued realization of our cost reduction measures, enabled our organization to move adjusted EBITDA back in the positive territory compared to the prior two quarters. The company made clear our ambitious goal of achieving positive cash flows for the year, and we are proud to close out 2020 meeting that goal. We produced $39.7 million of operating cash flow, which enabled $11.2 million of free cash flow generation. We were able to enhance free cash flow generation in the fourth quarter, particularly due to improved customer activity levels, strong working capital management and a continued focus on limiting capital spend. As of year end, the company had cash and cash equivalents of $210 million and no outstanding debt on its credit facility. Turning to Slide 8. Our TRS revenue totaled $65 million, generating $3.8 million in adjusted EBITDA during the fourth quarter. Our TRS segment benefited from the redeployment of previously sidelined rigs and improving backdrop in our US land business. Our greatest area of regional improvement was in Africa, which bottomed in the third quarter and experienced a strong rebound in the fourth quarter with multiple rigs returning to work. Our North American offshore region benefited from strengthening in the Caribbean and increased activity levels in offshore Mexico. In the Tubulars segment, as presented on Slide 9, third quarter revenue totaled $15.9 million, a decrease of 4% sequentially and 25% year-over-year. The slight sequential decrease in revenue was primarily due to strong tubular product sales in the prior quarter, which was partially offset by stronger tubular product and drill tool sales internationally during the fourth quarter. Segment adjusted EBITDA totaled $3.9 million or 25% of revenue in the fourth quarter. This compared to $1.8 million or 11% of revenue in the prior quarter. The enhanced profitability in our Tubular segment primarily reflects increased sales internationally and realization of fabrication and manufacturing efficiencies that have been initiated alongside our profitability improvement plan. Concluding with segments on Slide 10. Cementing Equipment segment revenue for the fourth quarter totaled $15.5 million, which was a slight increase sequentially and largely due to US land business recovery. The 38% year-over-year decline was driven by reduced customer activity levels in both US land and US offshore markets. International growth in this segment increased 35% year-over-year and has played a meaningful role in enhancing segment profitability, which was also improved on the back of many operational cost reductions stemming from our business reorganization conducted in 2020. Segment adjusted EBITDA totaled $4 million or 26% of revenue in the fourth quarter compared to $3.4 million or 23% of revenue in the prior quarter, resulting in an incremental EBITDA margin of approximately 120%. Turning to Slide 11. We have spoken throughout the year about our focus on redefining our cost structure, and feel 2020 was a pivotal year for Frank's in this regard. We achieved an overall 27% reduction in costs or $143 million year-over-year. $88 million of those reductions could be characterized as relating to our direct operational cost base. Although some of our cost reduction initiatives focused in this area, our core efforts have been to permanently reduce our more fixed indirect support costs, including both cost of revenues and SG&A. The entire company was engaged in this effort since November of 2019, and we achieved over $55 million of savings year-over-year in this cost category, the vast majority of which is permanent. We have completed virtually all of our specific cost reduction initiatives and we'll see the full year benefit of those reductions in 2021, along with additional efficiencies we believe will be gained during the year from our ERP implementation, which is going live presently. And looking forward and referenced on Slide 12, we believe that activity levels troughed during the third quarter and we do not see signs of further weakening, barring any unexpected pandemic effects. We expect the activity level improvement seen in the fourth quarter to hold in the first quarter of 2021 and begin to build strongly once more in the second quarter. We have clear visibility that certain major projects will commence, giving us some confidence that the planned improvements beginning in the second quarter will materialize and provide a backdrop for full year revenue growth in the high single digits. Enabled by our PIP effort, we believe that the company has a path to achieve double digit adjusted EBITDA margins in 2021 with this revenue growth, benefited by the full year effect of our cost savings programs. We also intend to maintain our strong balance sheet and have, once again, set aggressive working capital improvement goals to stretch ourselves and provide for positive free cash flow for the year. We will also hold our discipline around capital deployment and expect that 2021 CapEx should be approximately $25 million. With that, I will turn the call back over to Mike for a few closing comments before we open up the lines for Q&A.
Mike Kearney:
Thank you, Melissa. Before we close out today's call, I would like to reiterate a few key points. First, Frank's has a solid operational platform that positions our organization well for 2021 and beyond. Our Tubular Running Services segment experienced substantial improvement in the fourth quarter, and we expect additional growth in 2021. In addition, further international expansion in our Tubulars and Cementing Equipment segments will be drivers of enhanced revenue and profitability as well. Second, the achievement of our cost reduction targets transform the operational cost structure of our organization. The vast majority of those cost reductions are complete and we will see the full benefits of all these efforts in 2021. Third, despite a very challenging year created by COVID-19 pandemic, we executed our business strategy with one of the best safety records in the company's history. Finally, despite the difficult year, our operational execution, capital discipline and cost reduction efforts enabled us to further strengthen our balance sheet. We have one of the strongest balance sheets in the entire oilfield service universe, and that places us in an enviable position to be able to act when potential opportunities arise. In closing, I would like to thank all of our employees for their hard work and dedication in 2020. The difficulties we faced provided an opportunity for our employees to rise to the occasion yet again, and deliver not only excellent service quality for our customers but also one of the best safety records in the company's history. With that, operator, we are now ready to open the line for Q&A.
Operator:
Our first question comes from Ian McPherson from Simmons.
Ian Macpherson:
Congrats on the really good results and outlook here. I know cost cuts aren't necessarily enjoyable, but this is obviously a great outcome with the path forward. And so I wanted to dig in a little bit. We saw in the incrementals that play out for this year, the 47% sequential consolidated incrementals for Q4 were impressive. And I know the Tubulars business, in particular, is historically lumpy and moves around a lot from quarter-to-quarter. But when we look at the other two, TRS and Cementing, especially Cementing has really moved up into the mid 20s EBITDA margins. I assume that your outlook assumes that or better through '21? And then also maybe just a little more color on what you're thinking about the trajectory for TRS EBITDA margins as we move past Q1 and into the growth quarters beyond Q1?
Mike Kearney:
Why don't we take those in reverse order. So I'll let Steve comment on TRS first.
Steve Russell:
Yes, I think operationally, our TRS business shows incremental margins of anywhere sort of 40% to 60%, that's what falls through. So you can sort of back calculate the maths based on that. The Tubular business, it's a little bit lower depending on the mix of that business. As you know, there's a sales business and a service business embedded in there that have different incremental margins but a little bit lower than on the TRS business.
Melissa Cougle:
Yes, I'll add to that on the Cementing side as well, Ian. So we actually have a little bit of product business on the Cementing side as well. And some of the cementing growth this year, particularly in Q1, will be coming from US land, which is a little bit of lower margin as well. So I think we will end up for the year probably looking in that range that you're seeing in Q4, maybe a slight degradation but somewhere in that range. I think the difference is what do we see here in Q1 as we're continuing to find that trajectory.
Ian Macpherson:
And could you also remind me, if you want to, again, kind of generalize a little bit. Within TRS and Cementing, what the general mix is now between offshore and land and the current run rate?
Steve Russell:
In the TRS business, it runs typically 70% to 80% offshore, obviously, 20% to 30% land. I don't have the latest Cementing numbers and that's obviously being driven by the recovery in US land that we have been seeing…
Melissa Cougle:
I'm doing some quick math here. It looks like it's probably at least give take 20%, I think you said 20% to -- I was busy doing my math. 20% to 30% land and 70% to 80% offshore.
Mike Kearney:
One point you made earlier, Ian, that I would like to emphasize is on the Tubular side with those two businesses being so different, the drilling tools and the actual Tubular business, we're projecting we'll continue to see volatility in that as we move into this year. Overall, we feel pretty good about it but there will be lumpiness there. So I'm glad you pointed that out.
Ian Macpherson:
Well, Mike, now with improved visibility for this year, your balance sheet, still pretty good or comfortable free cash flow for this year. Where are we now with thinking more confidently about deploying capital, either back into the business or resuming a dividend program?
Mike Kearney:
I think dividends are still a little ways off. Of course, it would be nice in the future to reinstitute a small dividend, but we're not even actually thinking about that right now. In terms of the CapEx, we're going to try to keep our CapEx pretty much in line this year with last year. It's really a challenge. We've got so many good new technologies and they do require capital. This isn't just a steady state business. We're always trying to invent with a purpose. The things we've come up with over the last year, the customers love, but it takes capital to build them. So it's that high wire act of trying to roll out new technologies, generally having higher margins and not spend a lot of money at the same time. So it doesn't fit needly in the same bag but we're going to do our best to reinvest in the business wisely is all I can say.
Operator:
Our next question comes from Taylor Zurcher.
Taylor Zurcher:
And let me echo Ian on congrats for a great quarter. My first question is with respect to the 2021 guidance. You're basically framing things as high single digits revenue growth year-over-year. I was wondering if you could help us think about the revenue growth you're expecting that's embedded in that forecast on a segment level, which ones might grow faster than that high single- digit rate, which one might be lower than that? And then specific to TRS, I'm just curious, as we think about the ramp Q2 and beyond, if you could point to any specific regions that are driving the bulk of that growth?
Melissa Cougle:
So I think if we start with just the growth, you could expect that TRS is probably going to be the most stable, if you will. We've got the international expansion. Again, smaller, are we going on numbers or percentages but I think you could expect the high single digits sort of across the board, a little bit more coming in on the smaller segments as we are continuing the international footprint expansion, and probably right in the zone there on the TRS side. I think your other question around -- Taylor, remind me?
Taylor Zurcher:
Just the regional drivers within TRS regional drivers type of range…
Melissa Cougle:
The regional drivers. Yes, it's largely -- I'll let Steve, but it's largely Africa is probably our single strongest region for the year.
Steve Russell:
Yes, I mean, I think is everybody was aware, Africa all but shut down here during Q2, Q3 2020 with COVID hitting. We've seen a wake up in Africa in Q4 and we sort of continue to expect that as we go through Q1 and then particularly in Q2, Africa waking back up again. We've also got some projects starting up in Australia and Brazil, where we have line of sight to some fairly substantial projects starting up in Q2 onwards.
Taylor Zurcher:
And specific to TRS again, it feels like a lot of the growth in Q4 and probably a lot of the activity in Q1 is attributed to some COVID and due slow down activity that's starting to come back. And so I'm curious for the full year 2021, are you starting to see operators progress forward with deepwater projects that maybe didn't exist prior to COVID or there are real true incremental activity, or is it still kind of just resumption of activity that has down due to COVID?
Steve Russell:
Yes, I think there's a little bit of both in there, yes. The rebound we've seen to date was really sort of COVID projects coming back on stream again. But we have seen and are talking to clients now about projects restarting. Again, I'll call out the Eastern Mediterranean here where it was totally dead last year, but now clients are looking and starting to plan projects in that part of the world where those would typically kick in. We're expecting somewhere around Q2, Q3.
Operator:
Our next question comes from Jason Bandel from Evercore.
Jason Bandel:
My first question, I guess, I'll start on the US land side of the business. I know you guys spend a lot of time and effort pulling out costs and rightsizing locations in 2020. And the market, obviously, started to recover off at the very low base. How do you guys balance trying to be opportunistic with the ability to keep your cost structure low and in place?
Steve Russell:
When we went into the downturn in US land, we really wanted to keep ourselves where we had sort of an operational footprint where we could service the basins, but then sort of pull the cost down. And we did that with a number of mechanisms, primarily focusing on sort of multiskilling people and having folks that generally work in a base going out and doing jobs that gives us the sort of footprint and the base in each of those basins to rebound back up again. And I mean, obviously, as everybody has been watching the rig count, we've seen it bounce back again. That started in the Permian and the Eagle Ford, but we've now start seeing recovery in most of the other basins. So we're sitting, we think, quite well to pick up that activity in all basins as it picks back up again here.
Jason Bandel:
And then on the technology side, I know, Mike, you spent some time on the call highlighting some of the commercialized technologies that you guys deployed into the field. Can you talk about your approach to monetizing your technology development and what customer adoption rates look like, especially for some of the remote operated technology that you guys are deploying?
Mike Kearney:
Yes, I'll start it off and I'll let Steve pick up. The customers really appreciate the remote nature of a lot of our technologies, not all but most of what we are working on now focuses on safety, getting people out of the red zone. Even on land, this Remote CAM viewer basically takes two positions down to one. So that's a good example of the way we can cut cost and try to remain competitive, and provide the customer with some additional advantages. But it's very exciting, these new technologies. Of course, the industry is slow to adopt so we usually go out with several field trials, and there's more and more uptake. So I wish we could flip a switch and have all customers adopst at the same rate, but that's not reality. But we're really seeing very, very good uptake from our customers. So it's back to that balancing act of, I think we're probably going to be more constrained in a way on the capital we want to devote compared to customer uptake. But as I said, that's the tight rope we need to walk. And of course, it takes time to build these devices. There's lead time as well. So once again, we do sales and operational planning. We're in close contact with the customers. So I think we've done a pretty good job of calibrating kind of the rollout of the technology and spending the capital with the customer uptake. So Steve, I don't know if you want to add anything to that?
Steve Russell:
I think Mike's prepared comments there, there was commentary on some sort of decrewing type technologies that we're putting in there. And I think COVID has accelerated the demand for that. But I think that will stick in a post-COVID world, a demand for having less people to be able to provide operations on a rig site. So like Mike mentioned, we're pushing those out quite aggressively and we're fairly hopeful that on customer uptake on those.
Melissa Cougle:
And maybe a final comment to chime in here and say, it is on our objective list this year to -- there's several companies that are technologically sort of -- that specialize in monetization, and they have what's called a Vitality Index. We have a Vitality Index as well. Although, admittedly, we're looking to sharpen that metric, which will help to guide us off on customer, like formal customer adoption rates in the future. So it's part of our wave of the future to really get sharper on the ability to speak to those metrics.
Jason Bandel:
I'll try to squeeze one more in here, I guess, coming out of the downturn and so far in the early stages of the recovery. Can you talk about if the competitive landscape has changed or evolved at all? And obviously, you have a structurally smaller US land market and you touched on your prepared remarks about customer responses being varied internationally. How are you kind of seeing this customer competitive landscape evolve here?
Steve Russell:
Again, I think it's quite different in the different markets that we operate here. You mentioned US land specifically. I mean, there has been some competitor consolidation on US land, but it still remains a highly competitive marketplace there. I feel we have seen bottoming pricing in US land and we're sort of testing some price increases as we speak in US land to see if they stick. In the international marketplace, again, there are some regional competitors in there in certain markets. But on a sort of a global basis, our main competitor is still out there. And I wouldn't say there has been any material change from what we've seen in the past on how we compete with them.
Operator:
And I'm not showing any further questions at this time. I would like to turn the call over to Mr. Michael Kearney for closing remarks.
Mike Kearney:
Okay. Thank you, operator. I'd like to close by reinforcing our unwavering commitment to safety and remaining the high value, low risk provider of services and products to our customers. We look forward to updating you on our progress and performance in our first quarter call, which will be in May. Thanks to everyone to be on the call and your interest in Frank's. Goodbye.
Operator:
And thank you, ladies and gentlemen. This concludes today's conference. Thank you for participating. You may now disconnect.
Operator:
Welcome to the Fiserv 2020 Third Quarter Earnings Conference Call. [Operator Instructions] As a reminder, today's call is being recorded.
At this time, I will turn the call over to Peter Poillon, Senior Vice President of Investor Relations at Fiserv. You may begin.
Peter Poillon:
Thank you, Ivy, and good afternoon, everyone. With me on the call today are Jeff Yabuki, our Executive Chairman; Frank Bisignano, our President and Chief Executive Officer; and Bob Hau, our Chief Financial Officer. Our earnings release and supplemental materials for the quarter are available on the Investor Relations section of fiserv.com.
Our remarks today will include forward-looking statements about, amongst other matters, the impact of the COVID-19 pandemic on our business, expected operating and financial results, strategic initiatives and expected benefits and synergies from the First Data acquisition. Forward-looking statements may differ materially from actual results and are subject to a number of risks and uncertainties. You should refer to our earnings release for a discussion of these risk factors. Please refer to our earnings release and supplemental materials for today's call for an explanation of the non-GAAP financial measures discussed in this call, along with a reconciliation of those measures to the nearest applicable GAAP measures. Unless stated otherwise, performance references made throughout this call are year-over-year comparisons, and all references to internal revenue growth are on a constant currency basis. Also note that the 2019 non-GAAP financial measures in our earnings release and supplemental materials have been prepared by making certain adjustments to the sum of historical First Data and Fiserv GAAP financial information for periods prior to the acquisition date. Lastly, a reminder that we're holding an Investor Day on December 8. Given the current environment and to ensure the health and safety of attendees, we've made the difficult decision to host the event virtually. We look forward to sharing our strategic vision with you at this important event, and we'll share the details of our broadcast on the Investor Relations section of our website. And now I'll turn the call over to Jeff.
Jeffery Yabuki:
Thanks, Peter, and good afternoon, everyone. As you can see, we delivered excellent results this quarter and once again are setting the standard for performance in these difficult and uncertain times. Our strong performance is a testament to the collective power of the more than 40,000 Fiserv associates around the world who are committed to serving clients with passion and excellence. Your company has stepped up beautifully and is well down the path to achieving the promise of the transformational combination of Fiserv and First Data, which closed only 15 months ago. We have the strongest solutions, significant synergies, market momentum and a $500 million incremental commitment to innovation which have come together to propel market-leading results in these unprecedented times.
The strength of our business has been front and center in the midst of a global economic turmoil. The model has proven far more resilient than many anticipated as we fully expect to achieve our 35th consecutive year of double-digit adjusted earnings per share growth and are positioned for far stronger performance for years to come. I've been privileged to lead this company for nearly 15 years, and I'm proud of what the team has done to create a platform for future success. I can tell you unequivocally that where we sit today is the best we have ever been positioned to deliver sustained growth and value for our clients, associates and you, our shareholders. Frank and the entire leadership team are the right people at the right time to convert the opportunity ahead into our collective reality. We look forward to sharing much more with you on December 8. With that, let me turn the call over to Frank.
Frank Bisignano:
Thanks, Jeff, and good afternoon, everyone. Today, when I said thanks to Jeff, it's for the friendship and partnership. It's also for the 15 years of great leadership and strategic vision for Fiserv. It also represents a thank you from all the constituents, our associates, our clients and our shareholders. Today is Jeff's last earnings call, but his landmark leadership of this great company will last forever. Once again, thank you, Jeff.
When Jeff and I met back in late 2018, one of the benefits we saw in the merger would be the potential power and resiliency of the combined business and the advantages we could expect in the event of a challenging economic environment. Neither one of us contemplated a global pandemic and the resulting economic implications we have faced in 2020. And yet, for the first 9 months of the year, amid one of the worst economic downturns in the past century, we've grown our adjusted EPS by double digits, sustained internal revenue, expanded our adjusted operating margin and generated very significant free cash flow. For the quarter, internal revenue growth was 3%, led by our Merchant Acceptance segment of a very strong 6%. Adjusted operating margin for the quarter was up 310 basis points and more than 400 basis points sequentially. Adjusted earnings per share in the quarter increased 19% and is now up 11% through September 30. Free cash flow was again excellent, coming in at $939 million in the quarter and totaled $2.6 billion year-to-date. Over the trailing 12 months, we've generated $3.6 billion of free cash flow. To put that in perspective, this is equal to the pro forma combined free cash flow, which included the full run rate value of synergies delivered nearly 4 years earlier than expected. Our ability to both increase and accelerate synergies, along with the overall strength of the business, has combined to deliver these outstanding results.
After a terrific second quarter, sales were strong again in the third quarter, up 27%, with great results in our credit processing, merchant acquiring and output solution businesses. Sales year-to-date were up 23%, and the pipeline remains strong going into Q4. Our sales teams have transitioned to the current reality of selling in a virtual environment, and the enhanced value proposition of the merger is resonating incredibly well where it matters the most:
in the client's office.
As you saw, we kicked off Q4 by signing a long-term agreement with Alliance Data, the fourth largest card issuer in the U.S. by accounts, to outsource processing for their co-branded and private label card programs. This important partnership further validates the differentiated value that we are delivering to the changing credit-issuing landscape across our broad suite of innovative technology solutions, digital leadership and commitment to client partnership. It is an absolute privilege to serve Alliance Data, and we look forward to working together for many years to come. As you've heard last quarter, we signed Genesis Financial and Atlanticus Holdings in July, both top 25 issuers. That, combined with Alliance Data, is a clear sign of the very strong momentum in our credit issuer business in the U.S. Globally, our leading VISION platform also continues to win around the world, signing Federal Bank in India, Bank of Queensland in Australia and Up Sí Vale in Mexico. Integration continues to go very well. Although we will provide a full update at Investor Day, let me briefly update you on our synergy results, which are well ahead of original expectations. Through September 30, we've already actioned $875 million of our $1.2 billion cost synergy target. Importantly, we expect to enter 2021 with a run rate of more than $800 million of annual P&L savings. Comparatively, you will recall that we had originally targeted a total of $900 million over a 5-year period. We've also actioned more than $185 million in annualized revenue synergies through September and fully expect to achieve over our $600 million goal. Our network solutions have driven a meaningful percentage of our early success as we lay the groundwork for additional revenue growth over the next several years. The combination of ACCEL and STAR Networks makes us the clear #3 debit network and, when connected to our other market leading solutions, should unlock new areas of growth and innovation for many years. Another of our top synergy opportunities is to deliver our world-class credit processing services to our core account processing clients. In the quarter, we were pleased that Golden One Credit Union, the seventh largest credit union in the U.S., went live with a cards payment bundle, including credit and debit processing, debit network and ATM-managed services, which provides its members a consistent and integrated cardholder experience. Our bank merchant synergy program also continues to make strong progress. In October, we signed out 200th financial institution since the merger. In the third quarter, we added 35 new bank merchant clients, bringing the total to more than 130 new clients this year, with about 60% of those as competitive takeaways. We have increased the pipeline to more than 500 financial institutions for one of the most important opportunities for the combined company. We are privileged to have both a direct and partner distribution model for our merchant solutions, which allows us to cover the sales landscape across all business types and sizes. Next month, Verizon will begin marketing our new merchant solutions to its large portfolio of SMB customers, utilizing an exclusive Clover Flex terminal integrated with Verizon wireless technology. We also expanded our strategic partnership with Paychex, a leading provider of human capital management solutions, including payroll services, to more than 680,000 businesses in the U.S. to deliver merchant capabilities to their base of clients. This partnership is a perfect complement to Clover as both services are widely used by SMBs. We continue to see stellar results through our Clover platform with gross payment volume in the quarter of 30% to $33 billion. Momentum continued to be excellent in the digital-enabled segments of our merchant business, which includes e-commerce and ISV solutions. We added 42 new global e-com clients in the quarter and 128 year-to-date, a 41% increase over the prior year. Additionally, we signed more than 130 new ISVs so far this year and have seen a nearly 40% increase in new active merchants through our ISV channel. Global e-commerce transactions were up about 25% both in the quarter and year-to-date. Our e-commerce solutions have continued to grow with a significant focus on our direct business. We will provide you with important insights into the size, scale and reach of our digital-acquiring business at our Investor Day, which we believe will provide important context on both our direct and overall position in the current market structure. We renewed a number of key client relationships in the quarter with household names who value the breadth and depth of our solutions across both physical and digital presence, including Costco, Dunkin' and McDonald's. We continue to expand the number of privileged relationships we have in our account processing business across financial institutions of all sizes and are seeing strong success with financial institutions with assets greater than $1 billion, de novo banks and fintechs. We signed 12 new core account processing clients in the quarter, bringing the total to 41 for the year, including 20 on DNA. We have signed 6 de novo banks this year, including signing First Women's Bank to our Premier platform in the quarter. We're particularly proud of this new relationship as First Women's Bank is a commercial bank with a primary strategic focus on lending to women-owned businesses. Lastly, even in these challenging times, we continue to invest for growth, including deploying some of the $500 million innovation commitment we made as part of our combination. We have already delivered solutions in areas such as advanced card fraud, digital disbursements and several unique innovations to support a touchless shopping experience across our digital merchant solutions. We look forward to sharing more on this important topic at our Investor Day. With that, let me pass the discussion to Bob for more detail on the financial results.
Robert Hau:
Thank you, Frank, and good afternoon, everyone. We turned in a very strong performance in the quarter even as COVID-19 continued to pressure the global economy, demonstrating the strength and resilience of our business.
Total company internal revenue growth was a strong 3% in the quarter, with merchant acceptance leading the way at 6%. Year-to-date internal revenue was flat with the prior year pressured by multiple impacts of the COVID-19 on our business, partially offset by better-than-anticipated growth from revenue synergies, which were $49 million in the quarter and $114 million year-to-date. We now expect about $150 million growth from revenue synergies for the full year, up from nearly $100 million previously expected. During our last call, we shared the trends we were seeing at that time, including strong sequential improvement in transactions each month through the second quarter and into July from the April low. Since August, we've seen transaction growth rates generally stabilize at or around July levels. The current run rate of growth is aligned with our full year expectations for this challenging macroeconomic environment. Although we aren't providing formal internal revenue guidance, we continue to estimate internal revenue to be plus or minus flat for the full year, barring any incremental large-scale economic slowdown. Third quarter adjusted operating income was up a very strong 9% to $1.2 billion. Year-to-date adjusted operating income decreased by 2% to $3.1 billion impacted by divestitures and negative impact from COVID, partially offset by strong synergy performance. Adjusted operating margin increased 310 basis points to 32.9% in the quarter on the strength of $184 million of incremental cost synergies and excellent performance across each of our segments. Consistent with our comments last quarter, Q3 adjusted operating margin improved 410 basis points sequentially. Adjusted operating margin increased 80 basis points to 29.9% through September 30 driven by the strength of our business and excellent synergy execution, which we dramatically accelerated to help mitigate the impact of the pandemic. Our cost actions are largely focused on synergy acceleration and not on actions that deliver short-term benefits, which would bounce back in subsequent years. We expect that our margin improvements are sustainable and should continue into the future. Third quarter adjusted earnings per share was up 19% to $1.20 compared to $1.01 in the prior year as adjusted for the Investment Services transaction that closed in Q1. Adjusted earnings per share through September 30 has increased 11% to $3.12. Given where we are to date, we fully expect to achieve double-digit adjusted EPS growth for the 35th consecutive year. As you heard, free cash flow in the quarter was excellent, up 12% to $939 million and up 13% to $2.6 billion year-to-date. Free cash flow conversion for the quarter was 115% and is a strong 122% year-to-date. Looking into the segments. Internal revenue growth in the Merchant Acceptance segment was a strong 6% for the quarter. Our results were bolstered by strong performance from our flexible Clover platform, our global suite of e-commerce and omni-channel solutions and our leading suite of ISV solutions. Clover gross payment volume grew 30% to $33 billion in the quarter and more than $130 billion annualized, and active merchant outlets increased nearly 10% sequentially. While the growth rate is not fully recovered to pre-COVID levels, it is impressive given the economic environment and considering that Clover tends to serve small- and medium-sized merchants, which are later in the recovery cycle. We continue to extend the breadth of services to Clover merchants with innovative solutions that enhance convenience like scan-to-order, which was launched recently to allow consumers to scan a QR code to order and pay directly from their table. Our integrated payments, or ISV business, is performing very well with adjusted revenue growth of nearly 50% in the quarter and is approaching pre-COVID growth rates. Our differentiated solutions for both ISVs and their merchants are driving excellent results, and we expect this business to be a strong grower for many years. Adjusted operating income in the Acceptance segment increased 8% to $425 million in the quarter. Adjusted operating margin was up 180 basis points in the quarter to 29.2%. Year-to-date adjusted operating income was $931 million, and adjusted operating margin was down 370 basis points to 23.5% due to the revenue impact of COVID. On our second quarter earnings call, I shared our expectations that this segment margin would improve significantly in the second half of 2020 by more than 800 basis points sequentially, with the majority of that benefit expected to come in Q3. The adjusted operating margin in the quarter was up over 1,000 basis points, primarily driven by improved revenue, including the timing reversal of the network assessment fees compared to the first half of the year, which will not be as pronounced in the fourth quarter. Adjusted operating margin improvement was also driven by continued progress in cost synergies and BAMS cost benefits. The Fintech segment saw internal revenue in line with the prior year's quarters as growth in high-quality recurring revenue was offset by much lower periodic revenue and specifically, termination fees, which created about 300 basis points of headwind to internal revenue growth in the quarter. Importantly, processing revenue was up 5% in the quarter, which demonstrated the scale and leverage in the business. Year-to-date internal revenue is also in line with prior year. We continue to see strong demand for our broad array of digital solutions. Total mobile subscribers across our leading digital platforms, Mobiliti and Architect, grew 15% in the quarter to more than 11 million users. Despite the pandemic, we implemented more clients on Architect than in any previous quarter, which should help bolster growth into 2021. Adjusted operating income was up a very strong 19% in the quarter to $265 million and is up 11% year-to-date to $721 million. Adjusted operating margin increased 600 basis points in the quarter to 36.4% on a combination of growth in processing revenue, operational effectiveness benefits and cost synergies. Year-to-date adjusted operating margin was up 390 basis points to 33.4%. We continue to deliver client value across this highly scaled business with increasing efficiency and effectiveness, partially offset by the decline in periodic revenue. We're also pleased with the synergy benefits, which are positively impacting segment performance in areas such as technology infrastructure and procurement. The Payments and Network segment internal revenue growth was 1% in the quarter and up 4 percentage points sequentially. Growth in our card services and output solutions businesses, including the benefit of revenue synergies, was partially offset by COVID-driven weakness in our prepaid, credit processing and biller businesses globally. Internal revenue through September 30 is in line with prior year. The revenue improvements we saw throughout the second quarter continued in the third quarter. We were especially pleased to see a normalization in our debit business in the quarter as transaction growth was back to mid-single digits in the quarter and up significantly over the second quarter. We continue to see excellent transaction growth in solutions such as account transfers and P2P, which again were nearly doubled compared to the prior year's quarter and up 21% sequentially. The number of clients live on Zelle grew more than fourfold compared to a year ago, and we expect to see meaningful growth across our electronic money movement solutions as consumers move money in a more real-time world. Adjusted operating income for the segment was strong, up 8% to $608 million in the quarter and is up 6% to $1.7 billion through September 30. Adjusted operating margin was up 310 basis points to 43.5% in the quarter and was up 280 basis points to 42.3% year-to-date. The positive impact of revenue synergies, operational efficiency and cost synergy performance is driving our strong bottom line performance. The adjusted corporate operating loss was $117 million in the third quarter, with the year-over-year and sequential increase in the quarter driven primarily by timing of variable compensation and incremental COVID expenses. The adjusted effective tax rate in the quarter increased as expected to about 23% compared to 22% in prior year period. Our adjusted effective tax rate through September 30 is 20.5%, and we continue to expect our full year adjusted effective tax rate to be generally in line with the prior year. As we shared last quarter, our capital allocation focus for the second half of the year is debt repayment after repurchasing 14 million shares for $1.4 billion in the first half of the year. We repaid $769 million of debt in the quarter, $1 billion year-to-date, and expect to pay down at least $1.5 billion for the full year. Total debt outstanding was $21.3 billion at September 30, and debt-to-adjusted EBITDA dropped to 3.7x. We are well on track to achieve our leverage target in the second half of 2021 on the basis of both strong adjusted EBITDA growth and debt repayment. We remain fully committed to our long-standing capital strategy, which includes maintaining a strong balance sheet, organic investment in innovation, high-value acquisitions and, most important, share repurchase remains our primary benchmark for capital deployment. With that, let me turn the call back to Frank for our financial outlook for the rest of the year.
Frank Bisignano:
Thanks, Bob. As we mentioned, we saw a solid rebound off the trough of April into early August and seeing that consistent level of performance through last week.
Looking at the business environment, our client conversations continue to be quite encouraging and generally centered on helping them grow their business, reducing their operating costs and better serving their customers right in the wheelhouse of what we do. As we had discussed on the last quarterly call, our back-to-business program to help minority and specifically Black-owned small businesses is in full force as we advance our nationwide objective:
distributing at least $10 million in grants to qualifying businesses. We continue to see an increased interest in all things digital. Whether it's around e-commerce, more card use at point-of-sale, touchless payments, including digital wallets, or accelerating P2P payments, we are well positioned to provide the capability our merchants, financial institutions and business clients need.
As you have heard, we are pleased with our results to date. Given the current economic backdrop and our strong financial performance, we are raising our 2020 financial outlook for adjusted earnings per share. We now expect full year adjusted EPS growth of at least 11%, up from the prior guidance of at least 10%, over last year's adjusted level of $3.95 or at least $4.37 per share for the full year. As we've stated previously, our outlook does not contemplate the second wave of shelter orders or other circumstances which creates significant incremental economic duress in the last 2 months of the year. We put our strong financial performance for both the quarter and year-to-date as we navigate these unprecedented times. Our business is showing incredible strength and resilience, leading to what we fully expect will be our 35th consecutive year of double-digit adjusted earnings per share growth, along with the foundation for even stronger results in 2021. Last, let me thank our more than 40,000 talented associates around the world for their commitment and courage as we stand together to deliver value for clients, our colleagues and you, our shareholders. With that, operator, let's open the line for questions.
Operator:
[Operator Instructions] Our first question comes from Dave Koning from Baird.
David Koning:
Remarkable quarter. Great job.
Robert Hau:
Thanks, Dave.
Frank Bisignano:
Thank you.
David Koning:
Yes, a nice start, Frank. First of all, maybe as we kind of look at Q4, it seems like you hit easier comps, less periodic revenue headwinds I would imagine, across Payments and Fintech. And in Merchant, it seems like the months have gotten better in the card industry kind of in September, October. Is there any reason, kind of judging where we are today, where we wouldn't see acceleration in Q4 really across the segments?
Robert Hau:
Yes, Dave, a couple of things you pointed out there. One, as we indicated in our prepared remarks upfront, we saw very nice improvement off the bottoms, the low back in April through July and then saw some leveling off into August, September and even through October at this point. And our expectation right now is for that to continue. Obviously, a lot going on in the world, a fair amount of potential variability in that. From a periodic revenue standpoint, we actually do anticipate continued headwind into fourth quarter, both from the standpoint of terminations and licensing revenue, a combination of periodic revenue. It will be more pronounced in the Fintech segment but also we're seeing some of that in the Payments segment.
David Koning:
Okay. Great. And then just one follow-up. When we think about margins in Acceptance, Q3 was really strong. Was there some catch-up, kind of that assessment fees kind of catch up that would make margins go down sequentially? And then into next year, is the baseline level kind of that 28%, 29% from which to grow? Or should we think about the full 2019 as the baseline from which to grow margins next year?
Robert Hau:
So the brand assessment fees, we expected to rebound meaningfully in the second half of the year after we come off that difficult second quarter. We saw that absolutely come through in third quarter. And we expected that to bounce more meaningfully in the third quarter, a bit more to come to us in the fourth quarter. So sequentially, you'll see less of a ramp that we did, that we got the benefit of in the third quarter. In terms of kind of ongoing margin, I'm not quite ready to give you a guidance for 2021, but I will tell you that in the Merchant segment and, quite frankly, across the company, we feel very good about the cost actions we've taken, being permanent improvement. And as we get revenue growth across a very scaled business, we think these margin improvements can hold into the future.
Operator:
Next, we'll take the question from Tien-Tsin Huang from JPMorgan.
Tien-Tsin Huang:
Really solid results and really like the new sales growth discussion there. I'm curious if -- would you agree that card processing sales activity overall is up? And if so, I'm just -- could you share maybe why? I don't know if you're seeing more off-cycle deals or just clients looking to modernize their systems. And maybe just to add on to that, just the pricing for some of the newer deals like Alliance Data. Anything -- any call-outs on that?
Frank Bisignano:
Yes. I mean we've had these 3 big wins. In a general year, having one of them, would probably be a big deal. I think we spend a lot of time building out our product set. And it's -- I mean ADS was as big a deal as you're going to find. You take by account size, the fourth largest processor issuer. So my view on all of this is we have a great technical stack. We have tremendous surrounds. We've demonstrated a world-class base system and then a bunch of digital around it, and it's very appealing to larger issuers right now. And I think ADS was a very competitive process. But those are very, very long term, valuable relationships that we cherish. And I think to develop them as having long-term organic growth capabilities and the ability to, given what we have inside our house, have great, great ability to fit within the platforms we run. So competitive processes, we've been fortunate in the wins, really 3 top 25 issuers; one, the fourth largest issuer. And I think it has a lot to do with the investments we made in the business and our maniacal focus on the client.
Tien-Tsin Huang:
All right. No, that's great. I know it's -- 3 deals is a lot. That's why I wanted to ask the question. So just my quick follow-up, just on Acceptance. You're back to tracking the Visa, Mastercard volume here, just like you said it would. So I don't know, Frank and team, how would you rank sort of the drivers that have sort of gotten you to this point? Is it net merchant additions? Is it better sales activity, net of attrition? Is it Clover? I know ISV is a big contributor. But I don't know if there's a way to just rank what's sort of gotten you back to this point where you're seeing sort of good performance benchmarking-wise.
Frank Bisignano:
Yes. I think one way to think about it is we grew 10% in 2019. We actually had an industry-leading position. We came into January and Feb, and we were low double digits. And then COVID hit and we hit to the trough. But when you look at the breadth of our clients, from the SMBs to the largest global enterprises, that diversity, both of client size and the vertical nature of our clients, we're not over-indexed to any one piece. And then we have a tremendous geographic diversity. So you put those, and then you put Clover growing at 30%, and we all recognize all SMBs aren't in business. And as Bob has said, probably more late cycle. So we feel very good, and the Clover platform is gaining tremendous investment in it.
The e-com business, which is our own direct business that we're winning those deals in and that stack that we built, really is resonating. The global presence of it and the omni-channel presence, us having both physical and electronic capability like e-com given that omni-channel has really resonated in the client's office. And I think our distribution is unparalleled. If you think about even signing up 200 new bank merchants since the deal, the great vision Jeff had around this core processing integrating with bank merchant, is showing up in the client's office in a tremendous way. And then you got Verizon, Paychex, Deluxe, so we're a partner of choice. And we're not at the growth rate we were pre-COVID, but we're achieving the growth rate we are because of the massive scale distribution and multichannel capability and being a partner of choice. And so I think it showed up all 3 quarters of this year just relative to market conditions. I hope that answers it for you.
Tien-Tsin Huang:
It does. Glad to hear. Appreciate it, Frank. And Jeff, all the best again.
Operator:
Our next question comes from Tim Chiodo from Crédit Suisse.
Timothy Chiodo:
My question is around the e-commerce business, and fully appreciate that you mentioned we'll dig into this a little bit more at the Investor Day. But the business did quite well in the recent Forrester Wave Report, placing really just behind Stripe and Adyen, which were listed as the leaders, and really alongside Worldpay, you guys were both named strong performers. They gave you high scores in global acquiring and payouts in disbursement and a little bit weaker in APIs and architecture and updates and release cadence. I was just hoping you could dig into that ranking a little bit more and talk about the strengths and the weaknesses and some of the things maybe to improve some of the areas that weren't as strong but with an overall really strong showing.
Frank Bisignano:
Yes. Thank you. I mean, look, I guess the best way to think about it is the competitive wins we have. And we still are building technology. We'll be building it forever. We're iterating always on it. And we're using the power of our data and information and all the other assets we have inside the house. I think the best way for us to cover it all is at Investor Day where we'll walk you through the full stack, give you a full look at really where we sit in the market structure and understand really how strong the e-com product is that we have and why we're winning the business that we're winning. So I think that would do it the most justice. But we feel good, we go head-to-head every day and we win more than we lose by a lot.
Timothy Chiodo:
All right. Great. And the quick follow-up, and I apologize if I missed it, but the 300 basis point headwind to margins in the Acceptance segment last quarter from the timing of the assessment fees, when that was, I assume, reversed to a tailwind in Q3, did you put a number on what that boost was to margins in Q3? And I'm assuming, to your point, we should see a little bit less of that boost in Q4.
Robert Hau:
Yes. We didn't actually cite it in the opening remarks. I would say we probably picked up about 2/3 of that in the third quarter.
Timothy Chiodo:
Okay. Really helpful. Okay, so roughly 200 basis points or so.
Operator:
Next, we have David Togut from Evercore ISI.
David Togut:
In the fourth quarter and in 2021, would you expect the gap between the mid-single-digit debit transaction growth and the 1% revenue growth in Payments and Network segment to start to close?
Frank Bisignano:
I wouldn't necessarily think about it that way. But if I think about -- remember, that has multiple businesses in it, right? So you also have businesses right this moment that are affected by foot traffic. You got the prepaids, like gift, you have our TeleCheck business, and you have elements of RPL that are affected, that are negatively affected, by COVID. If you look at sequentially, that business improved 400 basis points. And so I think we believe that our business is very strong. We love the network. We talked about all the characteristics of being the #3 network. So I would think about it that, yes, we're going to grow more. And I think we're going to talk -- that's why when we get to Investor Day, we'll take you through '21 and medium-term outlook. And we feel very, very strong about the Payments segment and all the innovation we have going on in the Payments segment and why our clients on both the merchant and the issuer side are so motivated by it.
David Togut:
Got it. Looking at the 12 core wins in Q3 and that followed 17 core wins in Q2, for what percentage of those wins was payment capability a significant component of the decision for the client?
Frank Bisignano:
Yes. I think the clients are looking at the holistic nature now, the integrated nature. And we've moved to -- which was always there, but even driving it even further, how we deliver an integrated bundle and how that integrated bundle makes it easier for the client to service their clients and, in fact, how we serve our client better. So they really are completely integrated. It'd be very odd not to see that right now given the fact that no one else offers the modern core we have
David Togut:
Got it. Quick final question on Zelle. Just going forward, since Fiserv was an early innovator in the P2P space, do you see Zelle becoming more of an ecosystem over time as we've seen, let's say, with Venmo and CashApp?
Frank Bisignano:
100%. I mean, look, we have a very long tail of opportunity in Zelle and then how we bring Zelle into the ecosystem and giving the assets within this company, how we utilize them across the payment spectrum. And I think you'll hear some of these things at Investor Day and see how we put this together with our bank partners to deliver them best-in-class payment capability.
David Togut:
All the best to you, Jeff.
Frank Bisignano:
Thank you -- oh, that's Jeff. I answered for him a lot.
Operator:
Next, we have Matt O'Neill from Goldman Sachs.
Matthew O'Neill:
Yes. I was just curious, when we think about the extremely impressive pace of cost synergy realization to date since the close of the deal, understanding you've already increased the target once, we're quickly closing in on the original target that was sort of slated for 5 years after, you guys pointed out, less than, I think, even 1.5 years into the deal, so how do we think about that going forward? Are there longer-term incremental cost saves to be realized in the business vis-à-vis data center consolidation, incremental technology, et cetera? Or would that quantifiable synergy target raise of $1.2 billion somewhat of an upper bound before getting back to a more normalized level of operating margin expansion following the complete integration of the businesses? And I understand I might be jumping the gun a bit on Investor Day, so I apologize in advance.
Frank Bisignano:
That's okay. That's good. Investor Day would be part of the answer. But look, we have -- that's $1.2 billion, of which we've actioned $875 million. And you heard us talk about the effect of our synergies on the P&L next year. I think what you can go back to is think about both these companies premerger were very good at operational effectiveness. And there will be a moment where we will continue to drive operational effectiveness and it will -- it's part of the DNA, whether it's using artificial intelligence, whether it's using RPA, we continue to bring AI in through many of our service elements. And both companies had dimensions of it, and we've had the benefit to bring both together.
I mean the standard work of closing data centers and consolidating, which we've done more than 20 so far, that will wind down in synergy, but we will always drive an operational effectiveness program. And you could count on us talking about that as a regular way, all right? That will be through -- and we have a deep belief that we are able to improve service, improve quality while, in fact, being more efficient. And that -- I think it resonates our client's office. They feel it, and it's the way that we'll run the company going forward.
Operator:
Our next question is from Darrin Peller from Wolfe Research.
Darrin Peller:
So the top line result on Merchant was clearly stronger than expected. I guess just on the Fintech side, to be clear, when we back out, it's fair to back out 300 basis points from term fees, right? And so that would have been a 3% growth rate. You guys have all these wins coming on from new business in DNA and some other platforms. If you could just talk through the tech positioning in that segment since we get asked about that a fair amount, if you really see Fiserv of taking share from -- given all the digital banking initiatives. And with these wins and bookings, when should -- could we see that actually show further acceleration from the, I guess, normalized 3% run rate?
Frank Bisignano:
Yes. I mean you've got the issue of the periodic revenue, so we don't have to go through that again. But I think what you see us is winning in the client's office. And I think a good way to think about it is we had a third-party consultant, FedFis, come out and basically say -- if you look at where we sit, we have 40% share, in the mid- to lower end of the market, right, which we are very, very good at and committed to. Now we've had bigger wins. We just boarded NYCB, which is a huge client. But I think we view ourselves over the long haul as being a market-share gainer. And I think the company was a market-share gainer and is a market-share gainer in various segments.
So I think -- and I want to go back to how we're winning. We're winning cause of the bundle. We're winning because of the integrated solution. We're winning because of the digital assets that come along with it. You heard Bob talking about the amount of Architect installs we did and the amount of Architect wins we're having, which all drive ultimately future revenue growth for us. So I think you're going to see a lot over the next few years. You'll see a lot on Investor Day of why these businesses are so strong in Fintech.
Darrin Peller:
All right. And then just quickly on the Merchant side. Look, that obviously surprised folks, up 6%. And I know you touched on Clover, up 30%; and e-com, up 25%. Can you just touch on international? How did that do? And maybe if there's anything on integrated payments you can comment on. And really, Frank, the bigger question is, if you're seeing the top of the funnel filled with new businesses enough to offset the kinds of attrition that some might be seeing in this kind of market, I guess, in other words, if you're taking market share from the banks or anyone else despite some of the pandemic headwinds.
Frank Bisignano:
Yes, I mean, look, international has a lot of countries in it, and every country is different. So I don't ever think about international. I always think about regions, and that's how we run it, and then down to countries. And different countries have different lockdown situations. But we're winning in the market outside the U.S., and we have strong growth in many cases and innovation both in the electronic space and in the physical space. And then if you look at Clover and you look at e-com, what you see is that they have had tremendous investments in their technology. We've had big changes in go-to-market strategy fundamentally in the client's office. We're running a very direct business now across the enterprise, and we are taking share.
Operator:
Next, we have Ashwin Shirvaikar from Citi.
Ashwin Shirvaikar:
Jeff, Frank, Bob, congratulations on the quarter. Good to hear from all of you. So is Peter, not to have him left out. Jeff, it's been a pleasure and hope to stay in touch. My first question is with regards to -- when we look at Fintech, what are your bank clients telling you about their ability to incrementally invest in their business? In other words, as they pivot faster towards digital offerings, what do you get from the digital offerings? Is that going to be incrementally enough to have you accelerate meaningfully versus the traditional stuff that you might have done, like the other stuff that you might have done? And there's 2 parts to it as well. There's a sales part of it, which you talked about, but also the ramps. We hear mixed feedback about the pace of signed contracts actually ramping, so if you could comment on that as well.
Frank Bisignano:
I can tell you what I hear once or twice a day from a bank CEO or somebody who runs the retail division of a financial institution. Digital transformation speed is one of the most important things we have going on. And so I think from a market structure standpoint, we feel that our digital assets in our core coming together in a client's office and transforming them and bringing all the other -- bringing the debit capability, bringing the credit capabilities, I mean one of the great synergies that Jeff and I knew we had was the capability of bringing credit to smaller institutions, and we're seeing it happen. We're converting them every week. So I think it's a digital transformation on all products. It's bigger than just the core and fintech, but it's how do they integrate together.
And to me, I don't think this is about banks deciding how much they're going to spend. It's banks figuring out with us how much they could transform how they operate with their clients, which is way more valuable for them to grow and compete than it is the cost of what they need to pay to us. And that's how they see it. This is no longer a luxury, the digital transformation, it's a way of life. And so I think we are in a fabulous position. Our clients feel good about it. We have the resource availability. We showed a fabulous conversion and implementation machine. And I think all my interactions with people who run financial institutions, which happen every day, is they're highly motivated to get as much of digital opportunity. And that's what I think about when you think about long-term growth in Fintech.
Robert Hau:
Just quickly, to add to that, this is an area that we're absolutely investing in
Ashwin Shirvaikar:
Got it. And you talked about your revenue and the economic assumptions in the near term for 4Q. What about the cost assumptions? At what pace are you bringing cost back? And the cost that you took out incrementally just like many other companies, have you taken a shot yet at determining how many of those and what percent of those costs or what dollar value of those costs are sort of now in the permanent bucket versus temporary that will come back?
Robert Hau:
Yes, absolutely. And I made comments about this upfront. The cost -- the margin improvement that we're seeing this year, including the 300 basis point expansion that we had in the third quarter, is absolutely driven by permanent cost-out. It's one of the things that we actually talked about a year ago when we frequently got the question of how will you perform in an economic downturn, never anticipating that it would be driven by a pandemic in 2020. What we said was, look, you know what, if we're headed for an economic downturn in the near term, we will have, at the time, $900 million, now $1.2 billion worth of cost synergies. And we've been working since the beginning of the year, particularly as the pandemic hit and we saw the economic downturn coming, to accelerate those cost synergies.
And in fact, back in mid-March is when we announced the increase from $900 million to $1.2 billion. So the cost actions that we're taking are permanent cost actions. They are not in reaction to the COVID dynamic that you are seeing from a number of places. So we're not doing pay cuts or furloughs or things like that, that naturally come back into the business when the economy comes back. That's why we believe the margin improvement is sustainable, and we have future opportunity ahead of us as we continue to drive our cost synergies and then move to operational effectiveness into the future.
Operator:
And our final question comes from Dan Dolev from Mizuho.
Dan Dolev:
So really nice results in Acceptance and definitely ahead of our expectations. Frank, I know this is something that might be for the Analyst Day, but can you maybe give us a very broad sense of sort of the run rates, organic run rates, by segment heading into next year for the 3 segments? Even ballpark numbers, just to help us model, would be great.
Frank Bisignano:
Yes. I mean, look, we are probably, I don't know -- it's good to talk to you, Dan. Thanks for being on the call. We're probably like, I don't know, how many days out, Bob, are we from Investors Day?
Robert Hau:
Probably about 5, 6 weeks.
Frank Bisignano:
5, 6 weeks, and we'll look at -- on Investor Day, we're going to take you through the inside and out, every business, the strength of our e-com business, right, how our segments operate, why our technology prowess is so strong, why we win in the client's office. We're going to talk to you about our long-established capital allocation strategy, with share repurchase as the primary benchmark for capital deployment. So I mean it's not -- I apologize because you know how well I think you guys, but this isn't the time to do segment guidance, if I may. But I'll answer another question if you got one.
Dan Dolev:
Yes, I actually had another question, really quick one. We did some work on the BofA attrition. Can you maybe give us a very quick update on how it's trending? I think last quarter, about the majority of the decline was due to COVID, and then about $10 million of that adjustment was due to BofA. How is that trending now in terms of that $20 million-or-so decline year-over-year in the BofA adjustment in terms of the split?
Frank Bisignano:
Yes. I think if you COVID-adjust, which is a little hard not to say these days, we find our attrition rates to be fundamentally at an outperform against the industry right now given the stack of technology that we're providing for clients. So we feel really, really strong about what we're doing in the client's office and the product set and the stickiness of our clients.
Dan Dolev:
Got it. Well, great quarter. Appreciate it.
Frank Bisignano:
Good to talk to you, Dan. I'll see you soon. Thank you.
And look, if I would like to take this moment to thank everyone for joining the call. I do look forward to us having a great virtual Investor Day with you, and Bob and I look tremendously forward. I would like one more time to -- I mean Jeff Yabuki has been a legend running this company, and I think you've all been fortunate to follow him, and I'm fortunate to follow him on his footsteps. So you guys have a fabulous, fabulous night. Thank you.
Operator:
Thank you all for participating in today's conference. You may disconnect your line, and enjoy the rest of your day.
Operator:
Welcome to the Q2 2020 Frank’s International Earnings Conference Call. My name is Adrien and I will be your operator for today’s call. At this time, all participants are in a listen-only mode. [Operator Instructions] I will now turn the call over to Alison Greene. Ms. Alison Greene, you may begin.
Alison Greene:
Good morning and welcome to the Frank’s International Conference Call to discuss second quarter 2020 earnings. I am Alison Greene, Manager of Corporate Communications. Our speakers today as shown on Slide 2 of the earnings presentation are Mike Kearney, Chairman, President and Chief Executive Officer and Melissa Cougle, Senior Vice President and Chief Financial Officer. Joining Mike and Melissa for the Q&A portion of today’s call will be Steve Russell, Senior Vice President of Operations. A presentation has been posted on our website and we will refer to throughout this call. If you’d like to do this presentation, please go to the Investor section of our website at franksinternational.com. On today’s call, Mike will provide an overview of the second quarter and our ongoing response to the COVID-19 pandemic and reduced industry activities. Additionally, he will review technology highlights and our progress along our 2020 key initiatives. Melissa will then review the financial performance of the second quarter and provide additional review of our cost reduction progress. We will close with a question-and-answer session. Before we begin commenting on our second quarter 2020 results, there are a few legal items that we would like to cover beginning on Slide 3. First, remarks and answers to questions by company representatives on today’s call may refer to or contain forward-looking statements. Such remarks or answers are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Such statements speak only as of today’s date or if different, as of the date specified. The company assumes no responsibility to update any forward-looking statements as of any future date. The company has included in its SEC filings, cautionary identifying important factors that could cause actual results to be materially different from those set forth in any forward-looking statements. A more complete discussion of these risks is included in the company’s SEC filings, which may be accessed on the SEC’s website or on our website at franksinternational.com. Please note that any non-GAAP financial measures discussed during this call are defined and reconciled to the most directly probable GAAP financial measures in the second quarter 2020 earnings release, which was issued by the company. I will now turn the call over to Mike.
Mike Kearney:
Thank you, Alison. We appreciate everyone joining us for the call today. Turning now to Slide 4, as everyone already knows, the impact of COVID-19 has hit the oil and gas sector very hard and has been a major contributor to the decreased product demand in the market and the significant curtailment in industry activity and spending. Our Q2 results, as reported today, represent the first full quarter of COVID-19 impacting our results. We have seen a variety of responses from our customers. And in many cases the response has to do with how prevalent the COVID virus has been in their area of operation. Many of our customers are generally maintaining ongoing drilling programs with minor disruptions and delays. Other customers have had to shut down operations in certain jurisdictions due to logistical issues with travel or disease spread in their operations. We continue to see delays in new program start-ups particularly as it relates to exploration. While project delays and reduced rig activity in Q2 were substantial, we do see signs of both bottoming and flattening in early Q3, and we expect some additional improvements in Q4. That said, there remains a high degree of uncertainty around the duration of the pandemic-related shutdowns or delays. The time lines for demand recovery and return to more typical activity levels depend on a number of future developments, the timing of which cannot be predicted, such as the development of a safe, effective vaccine as well as improved treatment protocols. As I have said before, at Frank’s, we are laser-focused on those factors we can control such as our cost structure. Thanks to swift responsive actions across our organization, we’ve been able to preserve our strong financial position through a highly challenging period. Our ongoing cost reduction efforts have had significant positive effects on our Q2 results. Year-over-year, we have reduced our support cost by $26 million when compared to the first half of 2019. This means we will have annual year-over-year cost improvements of over $50 million, and our plan is to increase this number even more in the back half of the year. When combined with our operational savings, we expect 2020 will provide for a total reduction in cost of greater than $125 million year-over-year. These savings allowed us to hold decremental margins to less than 25% for the quarter and also generate cash flows from operating activities of $26.4 million and free cash flow of $16.1 million. Despite the many challenges related to COVID-19, we have not negatively impacted any drilling program. We continue to safely deliver our service quality performance at historically high levels. We are effectively deploying personnel, processes and technology that result in efficient reliable operations that minimize nonproductive time. We are working hard to ensure our teams are safe and in position to get the job done for our customers. I want to thank all of our employees who have adapted to the current conditions and unselfishly demonstrated patience and flexibility in the face of disruptions. I do want to call out a notable recent operational accomplishment that generated great value for one of our customers. In this situation, we executed a joint cementing and TRS operation on behalf of a major operator in the Gulf of Mexico, following an extensive pre job technical analysis and the ultra heavy landing string installation utilized a suite of Frank’s load bearing technologies. Using these advanced tools and processes, our employees executed a safe and efficient operation and set a customer hook load record of 2.4 million pounds. This achievement stands out as the second highest recorded hook load across the industry with Frank’s also holding the industry record for the heaviest ever hook load set in 2015. In looking at our geographic footprint and how we are weathering the current storm, our Asia Pacific region has held relatively well with limited COVID disruptions. And there have been only modest customer delays in the Middle East. We have recently been awarded additional rigs in 1 development, and the market is also seeing additional business for our drilling technologies, products and services. Africa has been the continent hardest hit from an offshore activity standpoint with the recent 90% drop in rigs working offshore West Africa. Fortunately, we are starting to see the early signs of recovery, however, Q3 will continue to be very weak in this market with COVID shutdowns and international border closures, still in effect in some countries. In the U.S. Gulf of Mexico, we have seen a notable slowdown in drilling activity, while our Caribbean operations, although affected by a Q2 slowdown, are seeing some rigs returned to operation in Q3. In terms of our land TRS business, the U.S. continues to be the hardest hit market with current drilling activity at levels not seen since the 1940s. Our strategy is to keep a tremendous focus on cost control, and right size our resources to maintain an optimal geographic footprint. We’ve been through cycles many times before and are very accomplished at flexing our resources down in times like these, while still being able to flex back up the business returns. Periods of disruption, such as we are experiencing now, can also present opportunities to rethink how we operate. One of the opportunities we are seizing is in the reorganization of our technology division. Technology has always been a key differentiator for Frank’s. The organizational realignment that I discussed last quarter has already shown success in focusing our R&D efforts on innovation with the purpose and to streamline processes throughout the product commercialization life cycle. We’ve high-graded our technology development projects and are confident we are prioritizing those with the highest potential for near-term return on investment. We have also begun a consolidation of our manufacturing facilities, taking our global manufacturing footprint from 10 to 5 locations, yielding incremental savings of several million dollars a year. I would like to discuss our digitalization efforts briefly. We continue to develop a suite of not only smart drilling tools but also remote operational capability, keeping our employees as well as others on the rig floor out of harms way. Our intelligent connection analyzed makeup system or iCAM, is now advancing to iCAM Predictive, the next-generation of our industry-leading, award-winning iCAM technology. iCAM Predictive will provide automated evaluation of connection makeup data and will integrate with other Frank’s TRS solutions. Notably, iCAM Predictive will integrate with our recently launched [indiscernible] autonomous and intelligent power tong. Combined [indiscernible] and iCAM will provide optimal connection integrity through a makeup and evaluation process using not only real-time data but also proprietary algorithms and a database of historical connection data. iCAM predictive will combine real-time analysis and historical data points to capture, compare and evaluate data without operator input. When deployed with other Frank’s solutions, we can reduce the number of personnel on board. Within our drilling technologies product line, the newest improvement of our harmonic isolation tool, the HI Tool data logger was recently successfully trialed in the Permian Basin. This trial has already resulted in new jobs awarded internationally. The data logger adds capabilities to our proven harmonic isolation tool by enabling data acquisition for more effective downhole decision-making. In the recent run, the data logger successfully recorded vibrational chocks on 3 different axes during a drilling operation in addition to recording revolutions per minute and temperature. We have now demonstrated the vibration mitigation effects of the HI tool and can provide improved visibility in the downhole dynamics. Frank’s also recently introduced the Caseless Insertable Float System, a new cementing technology suitable for float collar, landing collar and guide or float shoe applications. This versatile, patented solution offers a modular design and threadless interface that can be configured to a wide range of operational requirements. It eliminates manufacturing lead time and the costs associated with premium connections as well as transporting and storing excess inventory. Last quarter, I introduced our 2020 key initiatives, which include the following, as seen on Slide 5. Protect the balance sheet, reduce the cost base, rationalize capital expenditures and maximize free cash flow. Our performance in Q2 has demonstrated success in putting these initiatives into action. We continue to position ourselves as a high-value, low-risk provider of high-quality, technologically advanced solutions to our customers. We have the advantages of the right talent, organizational commitment, strong balance sheet and financial discipline to navigate today’s challenges, and thrive in the future. Now I will turn the call over to Melissa Cougle, Chief Financial Officer, who will discuss the financial results and our ongoing cost containment efforts.
Melissa Cougle:
Thank you, Mike. Referring to Slide 6, during the second quarter of 2020, we generated $86.1 million of revenue, which was down from both the previous quarter and the second quarter of 2019. This quarter’s decline was largely expected and related to a full quarter of COVID-19-associated drilling pauses and delays with certain of our geographies experiencing reductions in activity of greater than 80%. Our Q2 adjusted EBITDA totaled negative $1.7 million due to the associated activity declines across all segments. Our cost reduction measures, which Mike mentioned earlier, allowed us to hold decremental margins to 24% quarter-over-quarter. In examining our liquidity, the company produced $26.4 million in operating cash flows for the second quarter, a notable increase from the prior quarter due to cost-saving efforts materializing as well as fewer one-off expenditures and an increase in customer collections. As previously noted, beginning in April, we amplified our engagement with customers to reduce our outstanding receivables in addition to the ongoing implementation of our cost reduction initiatives. As of the end of June, the company had cash and cash equivalents of $193 million, an improvement of $22 million over the previous quarter. Our free cash flow improved to $16 million in comparison to the negative $32 million reported in Q1. The company had cash CapEx during Q2 of $10.3 million. This CapEx was mostly related to in-flight capital projects approved and initiated in 2018 and 2019, which were higher than expected. The company intends to keep newly initiated CapEx in 2020 to less than $10 million, and we are planning a total 2020 CapEx cash spend of less than $30 million as compared to $37 million in 2019. We anticipate seeing additional free cash flow benefits of our lower 2020 approved CapEx in 2021. Turning to Slide 7, our TRS revenues and adjusted EBITDA declined both sequentially and year-over-year. This was due to the dramatic decline in activity across the globe with the greatest impacts seen in U.S. land, Gulf of Mexico and Africa. TRS revenue declines came with incrementals of 34% to arrive at an adjusted EBITDA for the quarter of $4 million. The Middle East region has been showing the most resilience during this uncertain period. Our sharpest declines have been experienced in U.S. Land as well as our Africa jurisdictions, the latter of which has been predominantly related to COVID-19-necessitated drilling process. In the Tubular segment presented on Slide 8, second quarter revenue was $8.7 million with $700,000 of adjusted EBITDA. There was a significant reduction in tubular sales, partially offset by a $200,000 improvement in drilling technologies revenue from Q1 levels. Tubulars had combined decrementals of 18%, both tubular products and drilling technologies. Including the segment on Slide 9, our Cementing Equipment segment revenue for the second quarter was $15 million, a decline driven mainly by a reduced customer activity in the U.S. Land and offshore markets. Adjusted EBITDA declined to $900,000 with associated decrementals of 25% due to market contractions in North and South America. Turning to Slide 10, the proxy improvement actions we described in our Q1 earnings call and in previous quarters are continuing to show meaningful impact and we now anticipate an approximate 25% reduction in our cost structure year-over-year, inclusive of operational and support costs. This is a further improvement over our previously stated estimate of a 20% year-over-year cost base reduction. Specific to company support or non-operational savings, we estimate reductions of approximately $50 million in 2020. Our combined savings include initiatives related to workforce reductions, purchase order management, elimination of not essential spend and negotiated category discounts with significant suppliers. In Q2, we were able to curtail RPO issuance by 47% versus Q1, which we feel will contribute to further savings in future periods. Effective negotiations with suppliers achieved an average 15% reduction on future purchase orders, and we are also on track for a 30% reduction in our total compensation costs from 2019 levels. And looking forward, we anticipate a troughing over the next quarter. A few bright spots look to be materializing in Q4. We have seen a couple of rigs going back to work and are getting some signals that additional programs may be reinitiated late in the year. This is a tenuous situation that can change abruptly. So our focus remains on running our business more and more efficiently quarter-over-quarter and controlling what we can. We do seek improvements in Q4 as possible for U.S. markets, both offshore and onshore and international activity, and we believe that 2020 will see an improvement in overall activity levels across the board. With that, we will now open up the line for your questions.
Operator:
Thank you. [Operator Instructions] And our first question comes from Taylor Zurcher from Tudor, Pickering, Holt. Your line is open.
Taylor Zurcher:
Hey, good morning and thank you. My first question is on the cost-out programs you have been initiating. You have clearly made some good progress over the first half of the year. And I was wondering if you could help us think about the timeline of realization of some of those benefits over the back half of the year. It sounds like there is still more wood to chop relative to what you have achieved so far. And so one, how much more wood is there to chop on some of those programs and two, should we expect to see additional sequential benefit in Q3 and even in the Q4?
Melissa Cougle:
Thanks, Taylor, for the question and good morning. I think as it relates – this is to Melissa here. I think as it relates to the cost out program, a couple of things. So when we look at H1 year-over-year, we actually see that we are already a little bit above our $50 million run rate. So we would say that we have already kind of achieved the run rate we’re guiding to. That being said, why we feel like we can make incremental improvements is we’re also taking an in-flight in H2, we will actually be reinitiating kind of re-baselining. So we have communicated previously the PIP initiatives. We will be going back through those PIP initiatives, looking at essentially how much cost we have removed re-benchmarking all of the functional areas, and potentially, we believe, taking out sort of another layer of costs. So I don’t think we can get predictions on how much more come out but important parts are – we are already at the $50 million run rate. So we feel very confident in the $50 million for the whole year. And we think we can improve it because we’re essentially going back to do the reevaluation, which we think will yield some incrementally additional savings to be had. So I think those will probably be not as large as the first half of the year, but they will be incremental on top of the $50 million we’ve already guided to. And we’ve talked previously as well about the ERP implementation, which leads us to believe we could find another several million dollars of savings next year post that implementation as well.
Taylor Zurcher:
Okay, great. Thanks for that. And my follow-up just sort of broader outlook question. And you talked about some stabilization in activity, at least in the next couple of months. What was some rigs starting back up in Q3, it really sounded like Q4 is probably the quarter where you might see some sequential growth. But I was wondering if you could help us think about which markets are driving that stabilization. I know in the prepared remarks, you said the Caribbean is 1 where a couple of rigs to get back to work, I assume Africas and other. But which markets in general are seeing the most utilization right now? And is it fair to assume under the current outlook, you might see some sequential revenue progression higher in Q4 if these contract start-ups follow the schedule you think they might right now?
Steve Russell:
Yes. Taylor, it’s Steve Russell here. I will answer this one. Yes. I mean, I think there’s still a lot of uncertainty out there, first of all, in the market place. Going around the various regions, Middle East and Asia Pacific has not been as affected other regions. And we see stability in that region going forward. Coming to Europe-Africa, Africa was actually our most affected region here in Q2. We have a number of programs that were forced to shut down because of ability to get people in and out of the country my around the contractors and the clients that affected us. We have started to see some of those go back to work here in early Q3, and we’re hopeful that they will continue to ramp up during Q3 and Q4, although there’s still a number of orders that are closed there. We have seen rigs go back to work already in the Caribbean, specifically in our Guyana operations. So those will back up to the activity levels they were pre COVID in Guyana. And there’s some other rigs in the Caribbean that we expect to pick up in Q4. The unknown to a certain extent here is what’s going to happen in U.S. Land. I think everybody sees the dropping rig counts in U.S. Land that’s stabilized. And there are some very sensitive discussions on clients starting to pick up some rigs in U.S. land. But I don’t see a big pickup in that market here in the near term. So overall, I think we are somewhere at or around bottom and we’re seeing a sort of tentative recovery here in – probably in Q4 realistically.
Mike Kearney:
Yes. No, I think it’s – of course, it’s a slurry slope with two more months of the quarter ahead of the operators generally don’t give us a lot of notice if they’re going to change a program slowdown, pick up, stop, in fact, in some cases, we had operators say they were going to shut down a rig and then they changed their mind and vice versa. So it’s very hard to predict the future. But while we’re optimistic and we’re not giving guidance, but I think we’re at the bottom here. So hopefully, at least in the third quarter, we wouldn’t sink any further. So I think easy way to say it is, I think revenue for Q3, even though I wouldn’t call this guidance, it should be in the flattish range, up or down slightly, and it’s all going to depend on the operator’s decisions. Once again, as Steve said, Q4, we’re more optimistic that we’ll be heading in the north direction.
Taylor Zurcher:
Okay. That’s very helpful. And I’ll squeeze one last one in. On free cash flow over the back half of the year has been the Q2 number solidly positive after a free cash flow burn in Q1. But as we think about the back half of the year, clearly, all the free cash flow that you generated in Q2 is from working capital. And as activity begins to stabilize, that working capital benefit is probably going to be much reduced moving forward and so just curious at a high level, if you could help us think through the free cash flow moving pieces over the back half of the year?
Mike Kearney:
Yes, I will make the first comment on working capital. As you know, we have said this many times, we are working very hard to increase our customer collections and decrease our DSO. The business has contracted. So some of that tailwind is over we still have big opportunities to reduce our DSO. I have to admit, it’s very, very tough. These big operators, they always have a reason why they can’t pay you just yet, either arguing over what side of the paper is stapled on the invoice. They can be very picky. And – but we are doing our best and we’ve got several teams of people working on different aspects from invoicing to collection, being more proactive in terms of call when somebody was past due not waiting 30 days or even 15 days, but making sure people know immediately when they are past due. So we’ve got a big, big focus on receivable collections. Obviously, if we can start to get some EBITDA in the back half of the year that will help us as well. Melissa, do you want to pick up on that?
Melissa Cougle:
Yes, sure. So I think Mike said well, but taglines here are, we think there is some more to gain on under DSO, we were able to free up some collections. We will be going after more and improving DSO further in the back half of the year. We do have our tax benefit coming in the back half of the year, that will aid us as well. You heard me make mention of CapEx. We see that unwind happening in the back half of the year. So agreed we got the biggest piece probably of our working capital benefit here in Q2. The back half of the year will be a story of how much cost are we now seeing in terms of asking the PO unwind a reference we’re seeing less POs in the system, we think we’ll get several smaller tailwinds in the back half of the year, be able to optimize DSO further in the back half of the year. And we’re planning on squeezing out some positive free cash flow for the year if we can at all get there.
Mike Kearney:
Yes, there are other ways – I would just say, free cash flow is great. We love it, but there are other ways in terms of selling excess assets, things of that nature. If you look back a year ago, our cash at Q2 ‘19 was $172 million. So we’re up $22 million over a 12-month period and what I’d call it’s been a pretty bad market. So congratulations to the team for looking under every rock for cash, and that’s an impressive cash build in terms of where we’ve been.
Taylor Zurcher:
I agree and thanks for the response and I will turn it back.
Operator:
Our next question comes from Ian McPherson from Simmons Energy.
Ian McPherson:
Thanks. Good morning. Mike, the conversation has run a little bit counter to this but just given your advantaged balance sheet, certainly, it would feel to me like a buyer’s market for some good properties out there. Just given the market headwinds with regaining positive EBITDA with the portfolio in place, have you – are you looking more closely at acquisitions, either adjacent or a little bit more out of the box to the current footprint?
Mike Kearney:
So we are open for acquisitions. We have not quit looking at ideas. It’s an interesting market. We talk to advisers, various bankers. And it’s harder to get deals done in this environment because how do you base – if it’s stock, how do you base exchange ratio or the stock value when everybody’s stock is so depressed. One counterparty may feel like their recovery is going to be much faster than another counterparty. So the environment in one sense is quite a bit tougher. But on the other, and you alluded to this, the other thing that we have going is a very, very strong balance sheet. So we are looking at transactions. Once again, the other side of that issue is it’s hard to do good deals. If you look at – over a long period of time, if you look at 100 deals, there may only be 5 that even rise to the level of going into due diligence. So we want to be very cautious on the one hand to make sure that any deal we do is very additive to our EBITDA and free cash flow, certainly through the first 12 months. So I’ve rambled a bit, but I think we can say we are actively looking at transactions, but they’re hard to do, to do a good one. So – but we are definitely actively spending some time looking at some things.
Ian McPherson:
Got it. Thanks. I also wanted to ask you, just given the challenges that your largest competitor in offshore TRS has had with the balance sheet. We used to talk more frequently about your market share within the offshore but even deepwater TRS. I imagine it has accreted, and you mentioned that you have the two heaviest drill strings lower to date. So certainly, at the top of the market, it sounds like you’re hitting above your weight. But how do you think your market share has evolved? And where do you think it could head into the ramp of the recovery when that comes?
Mike Kearney:
I will give you a very quick intro and then picture it to Steve, who is obviously closest in the organization to our various markets. In terms of – well, I will just turn over to Steve, I will just let you – I won’t lead it. I will just let Steve answer this way.
Steve Russell:
So yes, Ian, I mean, we’ve been tracking our offshore market share. And I mean, we’ve seen a gradual increase in market share here over the last couple of years. And one of the independent assessors out there of market share actually tagged us as 1 in the global TRS market in 2019. I mean, deepwater is very much a focal area for us. And we are picking up projects, although I continue to say the competitor we are talking about here continues to be a very worthy competitor and continues to chase business just as hard as we would expect them to here. We do have some asset availability as the markets drop. So that gives us the ability to go and deploy those assets as opportunities come up, and we take and fight those on a case-by-case basis.
Ian McPherson:
Understood. Thanks. Thank you, Mike.
Operator:
[Operator Instructions] And we have no further questions. I will turn the call back over to Mike Kearney for final comments.
Mike Kearney:
Okay. Thank you. To conclude, while we are experiencing unusually poor operating conditions in the industry, you can rest assure the employees of Frank’s are doing everything possible to ensure safe operating conditions while delivering quality service to our customers. Additionally, as you’ve heard from the entire group here, we’re being extremely cost conscious. So we look forward to keeping everyone updated on our progress. And thanks for your continuing interest in Frank’s, and we’ll talk to you next quarter. Goodbye.
Operator:
Thank you. Ladies and gentlemen, this concludes today’s conference call. Thank you for participating. You may now disconnect.
Operator:
Good morning, and welcome to the Q1 2020 Frank's International N.V. Earnings Conference Call. My name is Zanera, and I'll be the operator for today's call. At this time, all participants are in a listen-only mode. Later we will conduct a question-and-answer session. [Operator Instructions]I will now turn the call over to Ms. Alison Greene. Alison, you may begin.
Alison Greene:
Good morning, and welcome to the Frank's International conference call to discuss first quarter 2020 earnings. I am Alison Greene, Manager of Corporate Communications. Our speakers today, as shown on Slide 2 of the earnings presentation, are Mike Kearney, Chairman, President and Chief Executive Officer; and Melissa Cougle, Senior Vice President and Chief Financial Officer.Joining Mike and Melissa for the Q&A portion of today's call will be Steve Russell, Senior Vice President of Operations. A presentation has been posted on our website that we will refer to throughout this call. If you'd like to review this presentation, please go to the Investors section of our website at franksinternational.com.On today's call, Mike will provide an overview of the first quarter, our response to the COVID-19 pandemic, the substantially lower oil and gas prices and reduced industry activity. Additionally, he will review technology highlights and provide a brief update on our profitability improvement project and our efforts to further reduce our cost structure.Melissa will then review the financial performance of the first quarter and provide a more in-depth review of our cost reduction initiatives. We will close with a question-and-answer session. Before we begin commenting on the first quarter 2020 results, there are few legal items that we would like to cover beginning on Slide 3. First remarks and the answers to questions by company representatives on today’s call may refer to or contain forward-looking statements. Such remarks or answers are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements.Such statements speak only as of today's date or if different as of the date specified. The company assumes no responsibility to update any forward-looking statements as of any future date. The company has included in its SEC filings cautionary language identifying important factors that could cause actual results to be materially different from those set forth in any forward-looking statements. A more complete discussion of these risks is included in the company's SEC filings which may be accessed on the SEC's website or on our website at franksinternational.com.Please note that any non-GAAP financial measures discussed during this call are defined and reconciled to the most directly comparable GAAP financial measure in the first quarter 2020 earnings release which was issued by the company.I will now turn the call over to Mike.
Mike Kearney:
Thank you, Alison.We appreciate everyone joining us for the call. I want to begin my remarks by acknowledging the challenges we’re facing across our industry, along with our industry peers and customers, we’re experiencing the unprecedented impacts caused by the COVID-19 pandemic and falling oil prices.These events have affected our first quarter results and will continue to impact us for some period of time. Our current actions and those we plan to take over the next quarter will prepare us to respond to a number of potential recovery scenarios. We're focused on controlling every aspect of our business, continue to be very proactive as the situation evolves.Turning to Slide 4, as the severity and the geographic spread of the COVID-19 outbreak became more apparent in early 2020, Frank's implemented a series of actions to ensure the safety of our employees, their families and our customers, while maintaining business continuity.We also moved quickly to find additional ways to control our costs. I want to congratulate our employees for their ability and willingness to adapt to new ways of working, including rigorous safety protocols while at the same time meeting customer requirements and commitments. Our laser focus on safety has brought about the welcome result of just one recordable injury during the first quarter, which is a company record.In the Gulf of Mexico, we recently celebrated one year without a single recordable incident with over 1.6 million man hours of work. In Abu Dhabi, we recently celebrated 1,000 days without a recordable incident. These remarkable records demonstrate the company's commitment to all aspects of ESG. I'm proud that the Frank's team has risen to the occasion of working in these challenging environments.Despite the strong headwinds, Frank’s continues to be in an excellent financial position due to the fact we have no debt and substantial cash on the balance sheet. Our financial strength will allow us to weather the current market conditions better than most. Since we have the largest global market share in our primary line of business, this gives us a resilient revenue base with the potential to gain additional share as smaller competitors withdraw.We're a company centered around technology and safety with an offering that reduces the time to drill, case, submit and complete wells. In response to the recent impacts of COVID-19 and the oil price disruptions, we're adapting our operations to be responsive to our customers in all of our global locations. In our offshore markets, we see our clients working hard to continue projects and complete work scopes while dealing with the COVID-19 related challenges. While some new starter projects are being delayed, we believe most will commence as soon as there is a relaxation of COVID-19 restrictions and some degree of oil price stability.Middle East activity has remained generally strong, including increased TRS activity and market share gains in key markets. We were recently awarded a significant new five-year TRS contract in this region, scheduled to start-up in late Q2 of this year.Our operations in Africa have seen negative impacts related to COVID-19 and oil price concerns with several major operators slowing or temporarily suspending their drilling programs. The good news is we've been awarded several key contracts although startups have been delayed. Newly awarded multi-year projects at both West and East Africa are anticipated to start-up in the latter half of 2021.Offshore projects in South America have proved relatively resilient to COVID-19 impacts with limited postponements and cancellations and some activity increases associated with awards from last year. Within our North American offshore region, core customers are generally proceeding with drilling programs with some delays and downward revisions to 2020 CapEx budgets. A major Caribbean project initially warm stacked two offshore rigs out of a four rig project in response to COVID-19.But we anticipated return to full operational capacity in Q2, with a fifth rig committed to Frank's in the second half of 2020. Our Cementing Equipment division has recently been awarded 100% of the service tool work for this multi-rig project, which is a huge win for Frank’s. As everyone knows, the U.S. land market has contracted significantly and we have responded by downsizing our footprint and staffing levels accordingly. Technology has always been a key differentiator for Frank’s and our technology division has recently undergone a realignment that will enable us to be more responsive to the voice of the customer and ensure engineering projects are prioritized around the mantra of innovation with a purpose.Simply put, we will aggressively invest in R&D and product development when there is either a committed contract or very high likelihood of a business opportunity. We will continue to work with customers to develop better solutions, but will not engage in build and they will come speculative technology projects.Our focus is safety based hands free, remotely operated equipment, and keeps our employees and most of our customers out of the Red zone. Offshore operators are focused on fewer persons on board as each additional 24 hour shift slot can cost upwards of $1 million per year. Both drilling contractors as well as operators compliment Frank's for its highly personnel who can multitask and help with various onboard jobs. We have scaled our R&D development plan to create focus. And while we’re meeting all development goals, we now will still be able to reduce R&D costs 40% year-over-year.As an example of our safety enhancing technology, I'm pleased to report that following its finalist designation at the 2019 World Oil Awards, the Frank’s Rack Back Console achieved additional recognition in March of this year as the recipient of the Hart's Special Meritorious Award for Engineering Innovation. The risk of dropped joints or stands of Tubulars during stand building operations poses a significant threat to safety and will significantly disrupt operations.Frank's Rack Back Console prevents the unplanned release of tubular with Mechanical programming that guides the operators through a pre-programmed sequence. It has been successfully deployed in various regions of the world and is capable of building or breaking down doubles, triples, or quadruples stands of Tubulars.Turning to Slide 5, as mentioned earlier on the call and detailed in our earnings press release, we've scaled up our cost reduction initiatives in response to current conditions. To protect our balance sheet and maximize our cash flow, Frank's has intensified our efforts to examine and reduce our cost structure. We’re leveraging the knowledge we will gain profitability improvement projects and accelerating the actions already in progress.We're intensifying our rationalization of capital expenditures and applying even greater discipline. All of the 2020 planned capital expenditures have been revisited individually. And we have sanctioned only that CapEx for which there are underlying contracts in place. Melissa will provide more detail on these initiatives in a moment, we have made significant progress over the last three quarters. And this has enabled us to jumpstart renewed cost containment actions since the onset of new industry challenges over the last two months.While market conditions and unknowns related to COVID-19 will continue to pose a large degree of uncertainty in the near-term, we will continue to respond thoughtfully and effectively to ensure we weather the current perfect storm, while meeting our customer's needs and maintaining our position as a high value low risk provider. In concluding my remarks, I would ask each of you to think of how many service companies has survived the industry cycles over the last 80 years, no death and substantial cash on the balance sheet. It's a very, very short list. And Frank’s is at the top of that list, we're proud of our great history and outstanding employees.If you’re employee be proud. If you're a customer, we're there for you in good times and bad. It's easy to get lost in the flurry of bad news we hear every day, I just ask that you remember, Frank's always has and always will not only survive, but thrive.I will now turn the call over to Melissa Cougle, Chief Financial Officer who will discuss the Q1 financial results.
Melissa Cougle:
Thank you, Mike.Referring to Slide 6, during the first quarter of 2020, we generated $124 million of revenue, which was down from both the previous quarter and the first quarter of 2019. As discussed on the last call, we were anticipating a decline this quarter with new contract start-ups planned later in the year.In addition to this anticipated decline, we saw some early impacts of shutdowns related to COVID-19 that occurred during our March period. The most significantly impacted segment was our Tubulars business showing a 41% decline from the fourth quarter of 2019 as customer pipe deliveries that were planned for Q1 were delayed.Our Q1 adjusted EBITDA totaled $7.1 million and was impacted by several factors including contract ramp-up cost for work that was anticipated to begin during Q2. We also had reserves associated with our current expected credit losses that were significantly higher than anticipated in light of the current market conditions.These reserves totaled $1.4 million in the quarter. Given the significant macro events occurring during the first quarter, it was necessary to revisit our core assumptions supporting the intangible assets on our balance sheet. The results of our analysis concluded in various impairments to both long lived and intangible assets, the largest of which was a $56 million impact of goodwill. These non-cash impairments had a significant impact on the net loss reported of $86 million for the first quarter and looking at our liquidity, the company used $22 million in operating cash flows during the first quarter.This was due to a combination of factors, including outlays for bonus payments, property taxes, and severance as well as poor customer collections during the month of March. During the month of April, we placed strong focus on re-engaging customers to ensure payments were once again flowing and collected receivables improved by 80% between March and April.As of the end of April, the company had cash and cash equivalents of approximately $185 million, a $14 million from the prior month end. The company spent $10 million on CapEx this quarter, which also affected our free cash flow and largely represented commitments made during 2019. We have reassessed our planned expenditures for the year and reducing them by approximately 50%.Turning to Slide 7, our TRS revenues and adjusted EBITDA declined both sequentially and year-over-year, much of the revenue decline was expected as we had several drilling programs that were anticipating IO period between wells and new contract startups were not planned until Q2. However, during March, we did see impacts with the onset of COVID-19 related reactions, and commodity price declines. Our U.S. onshore operations were most notably affected with revenue falling over 27% from prior year levels.TRS adjusted EBITDA was materially affected by these revenue declines, as certain one-time costs this quarter including certain operational startup costs in Latin America as well as the credit loss reserves associated with the new accounting pronouncements. We’re monitoring U.S. onshore rig counts weekly and have seen additional significant declines in the period since March 31. We will continue to respond aggressively to these declines.In the Tubular segments as presented on Slide 8, the first quarter revenue was $12.5 million with $1.4 million of adjusted EBITDA, a series of deliveries anticipated for Q1 were delayed or cancelled in both our Tubular Technologies line as well as our Drilling technologies.We were able to reduce our cost base in this segment and keep margins above 10%. The company believes that international growth opportunities for our Drilling Technologies remain strong. However, they will likely be delayed given current market circumstances. Concluding the segments on Slide 9, our Cementing Equipment revenues for the quarter was $21.5 million, a decline of 14% from the prior-quarter predominantly related to continued declines in U.S. onshore and drilling program changes in the U.S. Gulf of Mexico.Adjusted EBITDA declined $2.5 million associated with fall-through from these revenue declines. Mike previously mentioned our efforts around further cost containment and protecting our balance sheet. We have identified three primary categories of containing costs and maximizing cash flows, including a focus on labor cost reductions, non-labor expenditures and CapEx and working capital management. Current and projected reductions to customer activity have required us to place even closer scrutiny on right sizing our workforce to align with business conditions.Turning to Slide 10, as part of our initial profitability improvement actions, we have already reduced total compensation costs by 6%, providing over $20 million in labor savings. In addition to workforce reductions, we’re also capturing labor savings related to compensation and benefit changes that will provide an incremental savings of $8 million.We have completed and have additional actions forthcoming that will reduce our total labor cost in 2020 by more than 20% from 2019 levels, and we will be attuned to the need to continue to reduce costs in relation to business activity.Our second cost containment initiative is focused on reducing operational expense structure as well as G&A expenditures. We’re actively engaged with our vendors and negotiating discounts and improved terms and are closely examining open purchase orders to find opportunities to defer, reduce or eliminate planned expenditures.We have a newly formed Task Force reviewing purchase orders each week. Our recent efforts curtailed April PO spend by 60% compared to the trailing 12-months average. These savings are in addition to the reductions in R&D spend associated with our technology division, which Mike mentioned earlier.Capital expenditure and working capital management is our third effort and we’re working toward a goal of positive free cash flow generation for the full-year 2020. We have intensified our accounts receivable collections through active customer engagement and noted a marked increase in our cash collections during the month of April.Our budgeted capital expenditures underwent a comprehensive review which resulted in a 50% reduction in planned CapEx spend for 2020. We have also reduced our commitments for inventory purchases by over 50% for large diameter pipe. The senior executive team has been highly engaged and leading all of these efforts and we will continue to identify and secure further savings during the coming months.To reiterate, we expect the combination of these initiatives to result in year-over-year reductions of more than 20% in our overall cost base, equivalent to savings in excess of $100 million from 2019 spend levels. This demonstrates our strong commitment to control our costs in this downturn as we strive for positive free cash flow for 2020.And looking forward, we anticipate material declines in both our top and bottom line results over the next two quarters as drilling program delays are likely to continue and program suspensions already in effect may remain in place. We do anticipate that early Q3 will provide for a troughing of activity and our expectation is that a gradual improvement for U.S. Offshore and international activity will begin toward late Q3 coinciding with some previously announced contract startups.With that, we will now open the line for your questions.
Operator:
[Operator Instructions] And our first question comes from George O'Leary from TPH & Company. Please go ahead. Your line is open.
George O'Leary:
Melissa, I thought one of your last comments was interesting. And Mike, you touched on this a little bit too but there are some pockets of resilience based on kind of contract awards that you guys already have in hand. I wonder if you could share more on what geo markets you actually think will prove the most resilient as we look back in the rearview at the end of 2020. And what some of those geo markets are that are specifically driving growth for you guys. I know you mentioned Oman is one but, in the deck, but any others would be super helpful.
Mike Kearney:
So I've got Steve Russell here also to help us with the Q&A. And since that's a great operational question, we'll let Steve take that one.
Steve Russell:
Yes, thanks Mike and good morning, George. Yes, as we've been forecasting forwards here, we've seen a marked difference in the various geographies of what we see. Particularly we see some pretty decent resilience in the Middle East, not just through contractual awards, but we've picked up some additional market share in Saudi there in addition to the noted win in Oman. The other place where we see some strength is the Caribbean, we've had some activity reductions due to COVID disruptions here in Q2, but we see those rates going back to work here at the end of Q2 and more rigs coming into that market. So those are a couple of bright spots in a generally challenging environment.
George O'Leary:
All right, that's, that's helpful. And then I wondered if you guys can compare and contrast what you're seeing internationally in offshore markets versus what you're seeing in onshore markets and kind of the delta and velocity of reaction to the lower crude oil price and kind of COVID impacts? How that's all played out, just how offshore is behaving differently versus onshore markets thus far in 2020?
Steve Russell:
Yes, so it's a quite complex picture, as you can appreciate out there. What we've seen internationally in the offshore markets is a distinction between what I would call the remote markets and the core markets. So we've got a number of sort of remote markets. So the African markets again, the Caribbean that I just mentioned where there's been some short-term disruption around COVID primarily related to getting crew and equipment in and out of these countries that are closed because of COVID restrictions. We do see a lot of those projects going back to work here in the latter half of the year. On land, I'm not sure if you were referring to U.S. Land or International land.I think International land for us is very focused on the Middle East which again, I mentioned has been a strong spot for us for looking forwards for this year.
George O'Leary:
Okay, great. That's very helpful color. And then just one more for me. You guys talked a little bit about working capital management and the improvement in accounts receivables collections was quite impressive. I wonder if there were any in April that you mentioned, I wondered if there were any kind of bogeys, or benchmarks that we could watch for as the year progresses from a DSOs perspective, from an inventory work down perspective, any kind of guideposts you guys are trying to achieve for the year?
Mike Kearney:
Yes. I'll start on that, George, and then let Melissa pick up on it. DSO is reducing it’s really quite a complex issue, without belaboring it, it all starts with the contract, you sign invoicing term. We invoice in a number of locations globally. And you've got customers that are changing their payables systems, it seems like almost monthly. And sometimes we get delays where an operator says, yes gee we can't pay you for the next 30 or 45 days because we're controlling the system.So it gets really, really complex. But I can tell you, I personally over the next few months, I'm going to be working with the rest of the management team to really focus on working capital management, particularly our AR collections. But as I said, it's a continuum of activities, from contracting, getting your correct invoice out the door, and then making sure if the customer pays. And they can be slow and sloppy sometimes.So it's a complicated continuum. And we're going to work every piece of that along the way. Melissa, I don't know, if you want to add something from your side.
Melissa Cougle:
I think I would reinforce everything that Mike said, I think largely the work from home paradigm greatly impacted the collections in the month of March. And we were able to really kind of mobilize a task force to try to reverse that trend as quickly as we could in the month of April.I think we will be faced with needing to continue to apply a lot of resources to stay on top of it. But I think there's a lot of optimism internally that if we apply a lot of the resources and we keep the customer engagement level high that we can further improve from where we're at and free-up further working capital on the DSO side, if you will the receivable side. You also asked about inventory, I'll sweep that out even more towards the CapEx to say, I mentioned in my remarks around the pipe inventory, which is a big piece of commitment for us.So we feel like we've really sort of looked at all of that and took that away for the year. But as it relates to the rest of the inventory, the PO task force that I also mentioned, that's part of it. And what we really do is we look at any equipment needs, right? So Steve was in my office today saying, "Well, hey, could we space and we freed up this piece of equipment from this location?" I think that applies to inventory where it makes economic sense to try to deploy it between regions, as well as just our CapEx.So taking and utilizing our tools more efficiently. We were planning for a very different year than the one that has come to pass. And so we've tried to be really nimble and every time a need for a piece of equipment comes up that we look everywhere in every and every location to see what is available. And I think that applies for our larger pieces of inventory as well as our CapEx.
Operator:
Thank you. [Operator Instructions] And I'm not showing any further questions at this time. I would like to turn the call over to Mr. Mike Kearney. Please go ahead.
Mike Kearney:
Yes, thanks very much. And I'd like to thank everyone for joining us today on the call and your interest in Frank's International and we look forward to providing another update next quarter. Good bye.
Operator:
Thank you. And thank you ladies and gentlemen, this concludes today's conference. Thank you for participating. You may now disconnect.
Operator:
Welcome to the Q4 2019 Frank's International Earnings Conference Call. My name is Adriana and I'll be your operator for today's call. At this time, all participants are in listen-only mode. Later we'll conduct a question-and-answer session. [Operator Instructions] Please note that this conference is being recorded.I will now like to turn the call over to Blake Holcomb. Blake, you may begin.
Blake Holcomb:
Good morning, and welcome to the Frank's International conference call to discuss the fourth quarter and full year 2019 earnings. I'm Blake Holcomb, Director of Finance and Investor Relations.Our speakers today as shown in Slide 2 of the earnings presentation are Mike Kearney, Chairman, President, and Chief Executive Officer; and Melissa Cougle, Senior Vice President and Chief Financial Officer. Joining Mike and Melissa for the Q&A portion of today's call will be Steve Russell, Senior Vice President of Operations, Nigel Lakey, Senior Vice President of Technology and Thad Scott, Senior Vice President of Marketing and Business Development.A presentation has been posted on our website that we will refer to throughout this call. If you'd like to view this presentation, please go to the Investors section of our website at franksinternational.com.On today's call, Mike will provide an overview of 2019 and update our profitability improvement project as well as the segment technology highlights. Melissa will then review the financial performance of the fourth quarter and give a brief review of our share repurchase program. Additionally, she'll give general guidance for the first quarter and full year 2020. We will close with a question-and-answer session.Before we begin commenting on the fourth quarter and full year 2019 results. There'll be a few legal items that we will like to cover beginning on Slide 3. First remarks and the answers to questions by company representatives on today call may refer to or contain forward looking statements. Such remarks or answers are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements.Such statements speak only as of today's date or if different as of the date specified. The company assumes no responsibility to update any forward-looking statements as of any future date. The company has included in its SEC filings cautionary language identifying important factors that could cause actual results to be materially different from those set forth in any forward-looking statements. A more complete discussion of these risks is included in the company's SEC filings which may be accessed on the SEC's website or on our website at franksinternational.com.Please note that any non-GAAP financial measures discussed during this call are defined and reconciled to the most directly comparable GAAP financial measure in the fourth quarter and full year 2019 earnings release which was issued by the company earlier today.I will now turn the call over to Mike.
Mike Kearney:
Thank you, Blake. We appreciate everyone joining us today for the call. Beginning on Slide 4 I will discuss some of the highlights of 2019 our fourth quarter results wrapped up a solid year for Franks as we delivered double-digit top line growth and improved our adjusted EBITDA by more than 70% year-over-year despite a slowdown in the U.S. onshore market in the latter half of the year, we continued to expand our submitting equipment and drilling tools, offerings to new markets globally seeing revenues increased more than 30% for submitting equipment and more than 80% for our drilling tools compared to 2018 levels.This growth demonstrates the value proposition of these products and services to our international customers, and we expect this trend to continue as our current customers as well as prospective customers become familiar with the benefits of our technologically advanced solutions. On the [indiscernible] in 2019 we continue to secure new contracts and Tinder awards with our customers on a worldwide basis. The combination of these 2019 wins led to for the first time, Frank's becoming the global revenue market share leader for casing and Tubular Running Services. This is according to a well known independent third-party market research firm. We've always held that we are the high value, low risk provider of taking or running services and it's gratifying their customers agree by awarding us a significant share of their business.Additionally, we've secured several more new contracts, which are slated to start in the second quarter in Europe, Asia in West Africa. We also recently secured new significant multiyear contracts with major customers in the U.S and internationally for our submitting equipment and drilling tools, service lines. Due to the multiyear nature of these contracts, we will enjoy revenue growth in 2020 and beyond with these customers, these awards demonstrate our customer's confidence in the value proposition, our rotating submit heads with Scott served reduction in torque, reducing technologies bring to their operations.In some cases, our customers made us the exclusive supplier of these services we are proud of these new awards not only because of the recognition of our technology but also because they speak to the relentless focus we place on service quality and our safety record.In our last call, we discussed the details of our profitability improvement plan and today we will update you on our progress. To briefly recap, during the summer of 2019 the management team performed a detailed diagnostic study along with the assistance of a consulting firm to evaluate our cost and operational structure. By the time the analytical phase was concluded in late August, we had identified 20 distinct areas of our operations and cost structure where efficiencies could be realized to improve overall profitability.We then established a program management office staff with several senior level managers supported by the consulting firm to craft specific implementation plans and begin the execution of those plans. We set at the time the goal of the profit improvement initiatives would be the increase in adjusted EBITDA by $30 million in the short term. We also set our ultimate target was a $45 million annualized increase in adjusted EBITDA and those further actions would be completed no later than 2021.Based on the actions completed the date, we now have line of sight to the $30 million of cost savings in 2020 compared to 2019 and the majority of these actions to realize these savings are now complete. I would like to address a few of our focus areas to provide more granularity on actions taken.We took a hard look at our technology development and delivery organization. Well, Frank's has historically had industry leading technology we had three distinct engineering organizations in each of our segments, terrorism, Tubulars and so many equipment. Upon review we realized we were pursuing too many technology ideas in a somewhat solid management structure. We believe that different structure would provide greater focus and lead to faster and more cost effective commercialization of our technology.We now have all engineering and product service line development and management under one organizational structure. We're shortening our time to market and concept to cash cycle. The financial governance over technology development is more precise and we don't have specific budgets and timelines for each development project. This new structure gives us an improved ability to respond to the voice of the customer and provide them with the services and equipment they need to optimize their operations.As a result of this comprehensive engineering and technology review, we've discontinued certain projects and consequently have written off any associated capitalized costs are accelerating commercialization process we'll bring our customers the best technologies sooner and allow them to drill case and complete wells faster and safer.The focus on our most compelling projects reinforces our commitment to remain the innovation leader in our product and service lines while dedicating resources to those projects that have the greatest potential for successful commercialization and profitability. We've also taken steps to improve the efficiency of our field support organization and it has taken actions in the fourth quarter of 2019 and the first quarter of this year to eliminate redundancies and increase the productivity of support personnel.We will continue to manage our business and measure our profitability on a segment basis. However, we have pushed the management of much of our field support cost structure under the purview of our regional geographic leaders. We now have better direct accountability of not only revenue but also because residing in our geo markets. These changes have led to reductions in our workforce primarily in the operational support structure. While headcount reductions are never easy, they became necessary to right size and our organization revalue our people as our most important assets and it actually increased our training much of it executed by our internal learning and development team.This is a cost effective way to invest in our employee base and provide a highly competent service and delivery team to our customers. I want to personally thank all of our employees for their contributions and dedication as we've all had to embrace a leaner more agile organization while at the same time continuing to provide safe, high quality service to our customers.Before turning the call over to Melissa to discuss in more detail our financial performance, I would like to highlight several notable technology achievements. During the last quarter, we made the first successful run of our 36 inch extreme three connector with an international operator in the Gulf of Mexico.Top hole tasting sections in deep water drilling programs required a large diameter casing and connectors and these springs can experience installation and operational challenges inherent in deep water environments. Frank's extreme three casing connector technology provide operators with a high value, low risk solution to top hole casing installation challenges these connectors help reduce installation time and provide superior performance when confronted with high tension compression and bending loads.Our connectors provide the operators with assured casing integrity over the life of the will. In Europe we recently deployed our mechanized remote boxing device. This is a handsfree mechanized pipe control system used to guide pipe to the wealth center, replacing the traditional manual stabbing guides and removing personnel from the red zone.Frances focused on meeting the demands of our offshore customers. They require high levels of process automation, having fewer persons on board, keeping personnel out of the red zone and cross training our employees for multi skilling. Our boxing device aggressions. These expectations because it's remote operation means our employees and those of our customers can avoid the risks associated with dropped objects, manual handling, uncontrolled movement, and other red zone risks.I look forward to providing updates on future calls regarding the progress we are making in bringing innovative technologies to our customers.I will now hand it over to Melissa to discuss our financial results and give us out look in further detail, Melissa.
Melissa Cougle:
Thank you, Mike. In reviewing our financial results for the quarter, we generated $139 million of revenue, which was flat from the previous quarter and down 4% from the fourth quarter of 2018. During this quarter, we experienced our normal year-end seasonality decline, as well as continued softness in the U.S. onshore market. Additionally, a few of our larger international drilling programs idled at year-end. These declines were partially offset by improving product sales in the Tubular segments from third quarter lows.Our Q4 adjusted EBITDA total $14.7 million and was impacted by $1.3 million of additional customer bad debt reserves at year-end, half of which was attributable to one customer in the Asia-Pacific region, who went into liquidation abruptly during the quarter. To reiterate for the full year 2019 as shown on Slide 5, the company generated double-digit top line growth despite a significant slowdown in the U.S. onshore market.We also improved our EBITDA in this environment by over 70% in generated year-over-year incremental margin of 42%. We began generating positive free cash flow during the second quarter and generated $25 million of free cash flow during the second half of the year.As Mike indicated in his comments, we incurred significant impairments during the quarter. We drove deeply into our organization and structure through our profitability improvement measures and determined that the goodwill related to our Cementing Equipment segment was impaired, and that certain portions of our asset and project-based needed to be reevaluated and ultimately impaired as well. These impairments drove our net loss to $168 million for the quarter, excluding these irregular items, our adjusted net loss improved sequentially and year-over-year, totaling $13.1 million and we're looking forward to 2020 with a rational asset base, which we feel will position us for growth in the future.Turning to Slide 6. Our TRS revenues declined sequentially primarily due to a decrease in U.S. onshore revenues and some idled international projects at year-end. However, we did see full year revenue improved by 11% from 2018 as well as the 37% improvement in adjusted EBITDA. These improvements were driven by significant additional international revenue contribution, specifically in Africa and Latin America. These additional revenues were also associated with higher margins. These improvements were offset by the deterioration in the U.S. onshore market beginning in Q3.We closely monitor our U.S. land business and expect we will see declined year-over-year and our domestic onshore revenue as the full year impact of the 2019 decline is felt in 2020. However, we are seeing signs of stabilization in the U.S. onshore red counts and are hopeful the market will not deteriorate further from its current state. During the first quarter of 2020, certain of our international TRS projects have yet to recommence operations and this will affect our quarter-over-quarter performance.Several contract awards occurring during 2019 and they're scheduled to begin in the second quarter of 2020. This will help drive our plan year-over-year growth in this segment. In the Tubular segment as presented on Slide 7, the fourth quarter provided for a rebound off the third quarter low coming in at $21.2 million in revenue and $3.1 million of adjusted EBITDA. This was driven by some delayed orders in Q3 being delivered prior to year-end, as well as the full forward as some deliveries scheduled for Q1, 2020.For the full year 2019, our drilling technologies business was up 80% year-over-year. This business is relatively small in comparison to the size of the full Frank's organization, but we are excited about the increasing adoption of these tools globally and are cultivating the business to be more impactful in the coming years as it continues to grow. Muting this growth somewhat was a year-over-year 10% pullback in our Tubular's product business due to the schedule shifts and reductions in some customer drilling programs. During 2020, we are investing in new Tubular technology, which will provide us improved access to customers and a path to more sustained growth. Combined for both of these businesses this segment experienced modest revenue and adjusted EBITDA growth year-over-year.Quarter-to-quarter revenue and adjusted EBITDA in this segment can vary based on timing of delivery and we are working on continued market share gains that will lead to smoother and more predictable revenues in the coming years.Concluding the segments on Slide 8. Our Cementing Equipment segment revenue increased 10% year-over-year. Although, the U.S. onshore impact did cause a 3% decline sequentially. Revenue in international markets and the U.S. Gulf of Mexico have continued to improve offsetting the land declines.Adjusted EBITDA was up 40% from the prior quarter due to higher contribution from offshore rentals and services, as well as lower costs from profitability improvement actions. On a full year basis, the Cementing Equipment segment grew revenue 18% and adjusted EBITDA increased 63% with 34% incremental margins. Much of this growth was driven by a 33% increase in international revenues, which now account for more than 20% of the segments total revenue compared to less than 2% in 2017.We are now seeing critical mass develop in international markets with this segment, partially through serving our traditional customers outside of the U.S., but also by gaining several foreign national oil companies a Cementing customer's for the first time. We are optimistic about the momentum that this will create for us in the future, which we believe, will more than offset the pullbacks in the U.S. onshore markets.Moving to our expectations for the first quarter of 2020 on Slide 9. We are anticipating a decline in our results quarter-over-quarter. This decline is anticipated based on a combination of short term drilling programs schedule changes for some of our international customers, timing of Tubular products sale deliveries and certain contracted rigs in the U.S. Gulf of Mexico undergoing maintenance.Despite the slower start in the first quarter of 2020, we have several new projects and contracts scheduled to begin in Q2 and later in the year, and we remain confident in our ability to meet our previously communicated target of adjusted EBITDA exceeding $100 million in 2020 at this time. To reiterate, the Q1 low we are forecasting is not indicative of the very robust 2020 we anticipate with another year of adjusted EBITDA increases over 70% in a market where customer spend is up single digits.Our view of 2020 it seems no significant deterioration in commodity prices or drastic impacts to regional operations from events associated with the coronavirus, while our customers have not given us any indication of delays, these factors could result in changes that negatively impact our outlook.Finally as mentioned in our press release issued earlier this morning, Frank's management will be initiating a stock repurchase program this year of up to $40 million funded out of free cash flow.As a management team, we place a high priority on appropriately allocating financial resources towards the opportunities that offer the highest rate of return on investment. Whether it involves the use of these resources to build new equipment, invest in technology, or consider acquisitions, we maintain our focus on taking the actions that create long-term value for the company and its shareholders. In our view, the opportunistic repurchasing of shares is another way to benefit our shareholders at current price levels, we believe the repurchase of shares is inappropriate use of capital and setting aside a portion of our free cash flow to this repurchase presents an attractive return on investment that were creating value for our shareholders over the long-term.With that, we will now open the line for your questions.
Operator:
Thank you. [Operator Instruction] So we have no further questions. I'll turn the call back over to Mike Kearney for final comments.
Mike Kearney:
Okay. Thanks Adrienne. To include our 2019 adjusted EBITDA was up more than 70% compared to 2018 following that very strong improvement. We believe 2020 adjusted EBITDA will once again exceed the prior year by over 70% and overall market that's growing in the single digits. The Frank's management team and entire employee base understand the importance of being cost conscious and generating free cash flow. Thanks for joining today's call and we look forward to further updates on future calls.
Operator:
Thank you. Ladies and gentlemen, this concludes today's conference call. Thank you for participating. And you may now disconnect.
Operator:
Welcome to the Third Quarter 2019 Frank's International N.V. Earnings Conference Call. My name is Sylvia and I'll be your operator for today. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session. [Operator Instructions]. Please note that this conference is being recorded.I will now like to turn the call over to Ms. Erin Fazio. Ms. Fazio, you may begin.
Erin Fazio:
Good morning and welcome to the Frank's International conference call to discuss third quarter 2019 earnings. I'm Erin Fazio, Director of Finance and Investor Relations.Our speakers on today’s call as shown on Slide 2 of the earnings presentation, we have Mike Kearney, Chairman, President, and Chief Executive Officer; and Melissa Cougle, Senior Vice President and Chief Financial Officer.Joining Mike and Melissa for the Q&A portion of today's call will be Steve Russell, President of Tubular Running Services; Nigel Lakey, President of Tubulars; and Scott McCurdy, President of Cementing Equipment.A presentation has been posted on our website that we will refer to throughout this call. If you'd like to view this presentation, please go to the Investors section of our website at franksinternational.com.On today’s call, Mike will discuss our recently announced profitability improvement project as well as the segment technology highlights. Melissa will then review the financial performance of the quarter, discuss the details of the profitability improvement project, and give general guidance for the remainder of the year and 2020. We'll close with a question-and-answer session.Before we begin commenting on our third quarter 2019 results, there are a few legal items that we'd like to cover beginning on Slide 3. First, remarks and answers to questions by company representatives on today's call may refer to or contain forward-looking statements. Such remarks or answers are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements.Such statements speak only as of today's date or if different as of the date specified. The company assumes no responsibility to update any forward-looking statements as of any future date.The company has included in its SEC filings cautionary language identifying important factors that could cause actual results to be materially different from those set forth in any forward-looking statements. A more complete discussion of these risks is included in the company's SEC filings which may be accessed on the SEC's website or on our website at franksinternational.com.Please note that any non-GAAP financial measures discussed during this call are defined and reconciled to the most directly comparable GAAP financial measure in the third quarter 2019 earnings release which was issued by the company earlier today.I will now turn the call over to Mike.
Mike Kearney:
Thank you, Erin. We appreciate everyone joining us today for the call.I want to start my remarks by saying that for the last quarter, the management team has spent a tremendous amount of time looking at every area of the company in terms of how we deliver safe quality services and products to our customers, and do it in the most cost efficient manner. We call this effort our profitability improvement project. We examine the entire organization, and delve deeply into approximately 20 distinct areas of our operations, and cost structure to determine how we can operate more cost effectively.Everything was on the table to be examined with a set of fresh eyes, and we went through our organization in a zero base clean sheet type approach. Every member of the executive team has been deeply involved. We established an internal working Steering Committee, which included eight direct reports to the executive team members. The project started with an eight week diagnostic analysis by a globally recognized management consulting firm with a long-standing successful history of projects. We set up an employee portal where employees at any level could submit opportunity areas and do it anonymously if they like.Our employee engagement has been hard throughout the process, as most of our employee base realizes that a more profitable operation will be key to our future. Having their support has been amazing. And I'm personally immensely grateful for the professionalism everyone has shown in these past several months.The reason for my sharing such significant detail is because our investors should know Frank's entire employee base appreciates the fact we must boost profitability to the maximum extent possible, while not only preserving, but enhancing our ability to safely serve our customers, and provide the great technological solutions that have made Frank’s successful. These changes we're making will positively and permanently impact our future financial results.Later in the call, Melissa, will provide more color on some of the areas we touched and give some idea of the magnitude of the profit improvement we expect.While our third quarter results did reflect North American market headwinds facing our entire industry, I'm very proud of the steps Frank’s has taken in the quarter. And we are definitely encouraged by the momentum that we're continuing to see in the international markets. Our long-standing reputation for industry-leading technology and exceptional customer service continues to be our guidepost as we implement changes to drive improved long-term profitability and generate free cash flow.At Frank's, we’re determined to do everything possible to create value for our shareholders.One of the focus areas for the management team and the board is the commitment we make to our customers to bring them technologically advanced equipment and well trained personnel. Our mantra is to be the high-value low risk provider of services and products that enable our customers wells to be drilled and completed faster, safer, and with better well integrity than any other service company.We’re increasing our focus even further on inventing and commercializing solutions that drive safety remove personnel from the red zone and reduce the number of personnel required at the well site. This is what our customers expect, and we're delivering it.We want to decrease the timeline of inventing, prototyping and commercializing technologies.Companies that offer high technology solutions compared to commoditized providers have a higher multiple because they offer premium products, they can achieve higher margins over a cycle. This is the space in which we operate. And it is a space in which we have excelled in the past and must excel in the future.Before turning the call over to Melissa to review the financials and the profitability improvement program in more detail, I want to tell you about some of our more recent technological achievements and awards.Our engineering team is totally focused on partnering with our customer base to produce industry-leading technologies. Recently Frank's International was recognized as the 2019 World Oil Award Winner for our JET STRING ELEVATOR in the category of Best Health, Safety, Environmental Sustainable Development - Offshore. The JET STRING ELEVATOR is a hands free innovative lifting device that is designed to lift large diameter pipe and install the pipe into the wells, eliminating the need for cumbersome and time consuming lift dyes and lift clamps. Furthermore, it eliminates the need for dangerous manipulation of the pipe high above the rig floor. The JET STRING ELEVATOR has been and continues to be deployed on numerous jobs around the world, creating substantial savings to customers, while improving the safety of their operations.In addition, Frank's Rack Back Console technology was also honored as an Award finalist. Building stands of pipe requires a number of carefully coordinated and controlled steps and this console's mechanical programming and pneumatic control allows this rig floor process to take place, while eliminating the need for hazardous area certification associated with electronic devices. The Rack Back Console has been successfully deployed in Brazil, and the Gulf of Mexico with more deployments scheduled.As noted last quarter, the International certification process for our cementing equipment portfolio was completed, opening several new markets for our technologies. We're now seeing increased traction internationally in the adoption of our cement heads, SKYHOOK and other Cementing Equipment products and services. In the third quarter jobs were executed in 12 different countries.We recently hosted a customer event at our training rig in Scotland, where we demonstrated our SKYHOOK technology, with over 35 customers in attendance. We generated a great deal of interest and have already been awarded our first job to these tools in the North Sea. We expect greater international revenue contribution for our Cementing Equipment product and service lines in the fourth quarter of 2019 as well as full-year 2020.We also continue to be very excited about the adoption of our drilling technology solutions by our customers. We completed our 100 VERSAFLO job this quarter and we are now seeing long-term deployments as customers are specifying this tool into their drilling protocol.We have several new drilling technology solutions in development, all with the same intent of optimizing drilling performance and reducing operational risk.I will now hand it over to Melissa to discuss our financial results and outlook in further detail. Melissa?
Melissa Cougle:
Thank you, Mike.During the third quarter, Frank's faced some headwinds in the North American market which was somewhat expected. As we have heard through this earnings season, the North American land erosion story is not new news. And so we will not spend much time dwelling on it. We've also seen demonstrated and discussed in prior quarters that our Tubular business can show large swings when our customer drilling schedules change. And this was one of those quarters creating some unexpected headwinds.On the positive side, our international businesses continue to show steady improvement and positive momentum, and our margins are showing strong leverage as well.In reviewing our results on Slide 4, in the third quarter we generated $140 million of revenue, which was up 9% from the third quarter of 2018, although down 10% sequentially, largely as a consequence of the Tubular product sales delays.Adjusted EBITDA was $16 million in Q3, and $43 million for the first nine months of the year, demonstrating year-over-year incremental margins of 35%.We are most pleased to report that we generated $16 million of free cash flow this quarter, highlighting our focus on capital discipline and working capital management.Turning to Slide 5, our TRS segment produced third quarter revenue of $102 million, a slight sequential decrease driven by the substantial headwinds in the North American markets this quarter. While we were able to maintain growth through the second quarter of 2019, despite the declining rig counts, as expected, our third quarter results were affected and we expect those headwinds to continue for at least the next couple of quarters. These challenges have been partially offset in certain international markets that continue to see increasing activity. Europe and the Middle East have both been notable bright spots this quarter. Asia-Pacific is also anticipated to be a good contributor in the fourth quarter of this year and into 2020 as well, due to some recent contract wins and market share gains.In the Tubular segment, as presented on Slide 6, third quarter revenue was $12.5 million, a decline of 18% year-over-year and 44% sequentially. The decline in revenues sequentially was driven largely by the timing of customer drilling schedules and changes to deliveries and programs that had been forecasted to occur during the second half of this year. To remind there are two businesses in the segment, Tubular product sales and drilling technologies. The Tubular product sales business can be characterized as mostly large discrete customer orders that can introduce large swings in our results at times.We have had several changes to plan deliveries in this quarter that we expect may continue into Q4, as some of our customers update and shift their drilling schedules. That said, we are confident in the long-term growth trajectory of our Tubular product sales business, as we currently have line of sight to a much improved backdrop during 2020.Our customers schedules indicate significantly stronger demand, and we anticipate more robust sales in this business than we have seen in the past several years. Additionally, our reputation for quality and reliability has recently opened several international market opportunities for us including in Mexico, the Caribbean, and South America.Looking to 2020 within our drilling technologies business line and as mentioned by Mike, we have recently completed development of some next-generation technologies that will give us improved market access to more drilling programs. We remain focused upon increasing our drilling technology asset base and expanding our customer accounts for Tubular product sales in order to drive more consistent performance quarter-to-quarter.Turning to Slide 7, our Cementing Equipment segment’s third quarter revenue declined 4% sequentially, although it increased 7% over the prior-year. The slight reduction in sequential revenue was primarily driven by reduced customer activity in our U.S. land market. This was partially offset by increased revenue in international markets and the U.S. Gulf of Mexico. We continue to increase our presence in the Gulf of Mexico with over 60% market share on floating rigs maintained throughout the quarter.Turning to Slide 8, as Mike mentioned in his comments, the Frank’s management team conducted a series of strategic business reviews with the goal of streamlining the organization for margin improvement. It has become apparent that the trajectory of the onshore and offshore markets will not be a quick rise back to historic levels. And even if the markets were to fully recover the industry itself will be changed. We recognize that in order to be a viable player in this space, we also will have to adapt.Since going public in 2013, the company has had to build out a lot of infrastructure that comes with being a publicly listed company, and has simultaneously tried to maintain its relationships and customer oriented culture. Unfortunately, our infrastructure was built for a much larger company and a more significant market recovery scenarios than what is our current reality.The combination of our business review has been the initiation of a project to be implemented over the next five quarters. We took a soup to nuts approach and the team has identified some of the following categories where we feel meaningful change can be affected.The first is rationalization of locations and reducing our overseas cost footprint. Global reach and serving the basins in which our customers operate is imperative to our success. We are pursuing models where we can move more nimbly into and out of jurisdictions where the returns make the most sense in addition to reducing some of our heavier regional structures. Also, we are going through the process of evaluating our engineering projects.We are committed to ensuring that every dollar we spend on an engineering development project goes through a rigorous Stage Gate process that validates our customer need, time to market, and put the expected returns through a rigorous challenge. There will be some projects that we decide to shelve in favor of more focused development efforts and shortening time commercialization.We’re also evaluating our stands and layers of management. As I mentioned earlier, the Frank’s today was built for a different market scenario. And some of our support organizations we simply have too many layers of management that creates inefficiency and can affect the quick decision making that smaller organizations need.Finally, we’re also looking to speak at length with our vendors during negotiations, and create general cost savings to cultural change. It is imperative for Frank’s to be more cost conscious given our new industry backdrop of a slow and prolonged recovery. We need to set the tone at the top to empower our employees to drive change, ask for discounts, and explore alternatives to the way we operate.I am very encouraged that our messaging has been taken to heart and we have started to see the results of that in Q3.To-date, we have already taken actions in our U.S. onshore operations to right size staff and facilities considering recent market shifts. We anticipate making significant changes in the fourth quarter, with incremental reductions also occurring during 2020. The changes we are making are systemic and will affect how we conduct our day-to-day business processes for the better.Our objective is to maintain our global reach and our unparalleled service to our customers, while doing so in an efficient manner that vastly improves return to our shareholders. We have currently identified approximately $30 million of savings that can be implemented between now and the end of 2020.We will be actioning our plans beginning in the fourth quarter and be focused on enabling as much as these savings programs as possible before year-end. Associated with that, we're currently anticipating $4.5 million to $6 million of restructuring expense.The efficiency plans have been done in parallel to beginning our 2020 budget process. We will be able to share more details around our 2020 expectations and our progress toward our profitability improvement project on our year-end call.There are also multiple longer-term projects such as an ERP implementation, and procurement savings opportunities involving more cost effective maintenance programs. The savings will be realized principally over the course of 2021 and are additive to the $30 million mentioned earlier. We believe we can exit 2021 with cumulative profit improvement opportunities implemented to bring about at least $45 million of savings beginning in 2022. And we hope to achieve this run rate well before the end of 2021.Turning to Slide 9, for the fourth quarter of 2019, we anticipate a similar trend on the top-line compared to the third quarter. We are optimistic that with early adoption of our efficiency plans and our high-end estimated incrementals over last year that we will improve EBITDA quarter-over-quarter.Looking to 2020, on Slide 10, we're expecting full-year top-line growth with contribution from all segments. Our TRS segment has seen some recent contract wins in activities in certain international basins that bring strong margin contribution.During this call, we've also discussed strong line of sight in our Tubular business that would bring about double-digit top-line growth next year.The international side of Cementing Equipment segment is getting traction with SKYHOOK projects starting in at least three new countries this quarter. And we anticipate stronger ramp up and adoption next year.What we have struggled to predict is the U.S. land implications to our 2020 financial profile. That said we are confident in our ability to exceed $100 million of adjusted EBITDA in 2020 and as we push our savings plans through our budget details and update our U.S. land use, we will provide updated guidance.We appreciate everyone's participation in today's call. Mike and I welcome your feedback and questions.
Operator:
Thank you. We will now begin the question-and-answer session. [Operator Instructions].We have a question from Ian Macpherson from Simmons.
Ian Macpherson:
Good morning. Due to the background noise, I'll ask quickly unmuted. So Melissa for the 2020 top-line Tubulars is the most feasible with double-digit and then surely international and I would expect total offshore, at least high-single-digit top-line for next year. Is that credible that just leaves the U.S. land piece at the black box?
Melissa Cougle:
Ian, appreciate the question. I think we're still looking through it. Next year, we are going through the process right now presently of quantifying essentially the contracts that are rolling over. We are optimistic, as you mentioned about the offshore space Tubulars does have really strong line of sight. I think we didn't need to hold on giving you any more than that probably for a couple more months as we get through everything else clustered.
Ian Macpherson:
That's fair enough. The drilling contractors are getting pricing now as they historically been in correlation there that we should think about in terms of recovery for your pricing, or is that not in your thinking yet for 2020?
Melissa Cougle:
It's not in our thinking yet for 2020. I'll let Steve expand upon it as well. Certainly, we would expect there would be a correlation. I would say it's fair, Steve chime in that we have not factored that into our 2020 budget at present.
Steve Russell:
Yes, Ian, I think Melissa is correct on that. I mean, we are seeing a mixed story on pricing this, I think we reached bottom when we're in the early stages of a recovery internationally. As Melissa alluded to, there's some market headwinds specifically in U.S. land that will no doubt give us some challenges on pricing next year.
Ian Macpherson:
Got it. Thank you. Then last one for me. Can you offer anything on CapEx for next year yet?
Melissa Cougle:
Give us a little bit of time there, Ian. We're still working through some projects as part of linking back to the profitability improvement program. We have some early days, but I think we'd rather come back to you with firmer guidance there in future.
Operator:
[Operator Instructions].We have a question from David Anderson from Barclays.
David Anderson:
Hi, good morning. I was wondering if you could just kind of dig into your International TRS business a little bit for me. You had said in your remarks that the Middle East and Europe were positive for you in the quarter. Can you just kind of talk about it’s kind of within your projections how you think about next year and you talked about overall revenue growth. Can you remind us how much the international business is offshore? And I think what you're referring to is more the onshore business and can you just kind of talk about where that business is in terms of kind of your strategic vision, a few years ago that was a business you guys got into? I'm just kind of curious how you feel the business is running today. Is that a business that you think you can continue to expand? I'm thinking you just kind of talk about the different nuances of international please?
Mike Kearney:
Yes, thank you. So I think first of all, if we look forward to next year, we're generally seeing an increasing market trend internationally. For us this geographical -- it's a hot spot for us, we see pretty decent growth coming out of Asia-Pacific, Africa and Europe next year. To the specific comments on the Middle East that for us is a mix land in offshore market. It's approximately half and half, the offshore being a shelf market. And in general, I would say that gives us some opportunities for next year, we don't see that as one of the major growth opportunities for next year internationally.
David Anderson:
Okay. And then when you've talked about your Tubular business and kind of the optimism you have there for some of those big diameter pipes, does that give you kind of confidence on the offshore market for next year? Just kind of curious what you're hearing from your customers. The offshore rig count has kind of plateaued here a little bit. What's your confidence that that offshore rig count picks up next year and does that Tubular business; can you give me some of that confidence?
Nigel Lakey:
Yes, thanks, David. It’s Nigel Lakey here. The market for us is localized, if you will from our perspective, our customers are going to increase their level of activity that gives us strong line of sight and good confidence for Q4 recovering from Q3 and certainly into 2020 also.
David Anderson:
And I guess a final question from me would be on some of your cost-out program, you talked about the additional $15 million that you could take out on supply chain. I was wondering if you could just talk about that a little bit. I know it's been something we've talked about with Frank's in past years in terms of kind of fixing up some of the supply chain; I know you've got different businesses that aren't necessarily talking to each other internally. Can you just talk about some of the plans there of kind of what you're looking out on the supply chain? And maybe also just help us understand it's kind of what's the ultimate goal here? You had a nice quarter in free cash flow this quarter. But as you look out going forward and as you think about maybe that EBITDA of $100 million plus next year, and do you have a goal in mind in terms of the free cash flow conversion on that, and how does that supply chain, I guess overall fit into that?
Mike Kearney:
So I'll take the supply chain first, this is Mike. In terms of our business, we have discrete business units. So we actually procure things in a number of locations and our objective there and of course, it's longer-term is to get better visibility in terms of all of these functions that are somewhat disparate, and bring them together more closely and try to get that volume purchasing power by being more coordinated.So that's clearly a longer-term project. In that you've got to go your vendors, you've got to seek to get reductions. If you can't get the reductions you want, then you need to look harder for other vendors. So it's definitely a longer-term initiative. But we’re just in the early stages of that, but I think we can do a better job and we'll be working on that. But we didn't want to -- we view that as longer-term, not something you've kind of flip the switch and get those savings.In terms of the free cash flow, I'll let Melissa speak to that one in terms of 2020.
Melissa Cougle:
Yes, I think I would also add to what Mike just said, and what you also heard from us is that the supply chain optimization was coinciding with an ERP implementation. So that $15 million, we would tap into on the backside of having what we view as far more clarity and real time data to be able to react to.So proper category spend to facilitate vendor discussions, better working capital management because we can get a firm handle on invoices getting out of the door quicker and can pull our outstanding receivable reports more efficiently. So the general efficiency that comes along with an ERP implementation is also rolled into that. Everything Mike said plus some more is what I would say.From a free cash flow next year perspective, what I would tell you is we're still going through the process right now of really recasting our view as relates to U.S. Land as well as pushing through our profitability improvement project.So we are -- it would be fair to say we’re highly focused on free cash flow. We understand its priority in the space and it is a primary metric for us to track. So we will be looking to optimize and make it as efficient as possible. That being said, we feel like there's still more work to do in quantifying and pushing out the work that we know we can do into the financials to see how it flows through to the free cash flow line.
David Anderson:
Okay. So to be continued, so actually that was my question on your supply chain and whether or not your infrastructure kind of improvements were required and I guess the answer to that is yes. So you think that will take kind of -- how long do you think it takes to implement the new ERP system?
Melissa Cougle:
Well, we're largely looking at next year as our timeline to get to -- when we start 2021, now we -- there are things as Mike mentioned, there are things we can do now and we will be doing what we can do now. But a lot of this longer-term stuff starts to tap into when you have good clear clarity to your spend categories and you can go back to your vendors with full spends and global agreements.
Mike Kearney:
As you probably know, these ERP projects are long and complicated. And we're choosing to implement in phases. So one approach is the Big Bang where you try to convert everything at the same time. And so our first phase is going to be kind of our financial and back office piece, which would include a lot of supply chain components. And we're targeting to have that pretty much done by the end of next year.And then there'll be other things beyond that in terms of our inventory management and other modules, HR would be added on at a later date, but it'll be a sequential process. We're not going to stop and take a break. We'll do it one module at a time, but it will take place over more than one year.
Operator:
[Operator Instructions].We show no further questions. I would like to turn the call back to Mr. Kearney for final remarks.
Mike Kearney:
Okay, thank you, Sylvia. Well, we appreciate everyone joining us on today's call. And the management team is very excited about the steps we're taking to improve our profitability and serve our customers in the safest, most cost effective manner. We look forward to updating everyone on our fourth quarter call. Thanks for joining.
Operator:
Thank you. And ladies and gentlemen, this concludes today's conference. We thank you for participating. You may now disconnect.
Operator:
Welcome to the Second Quarter 2019 Frank's International N.V. Earnings Conference Call. My name is Sylvia and I'll be your operator for today's call. At this time, all participants are in a listen-only mode. Later, we will conduict a question-and-answer session. [Operator Instructions] Please note that this conference is being recorded.I will now turn the call over to Erin Fazio. Erin you may begin.
Erin Fazio:
Good morning and welcome to the Frank's International conference call to discuss second quarter 2019 earnings. I'm Erin Fazio, Director of Finance and Investor Relations.Turning to slide 2, as speakers on today's call we have Mike Kearney, Chairman President, and Chief Executive Officer; and Melissa Cougle, Senior Vice President and Chief Financial Officer.Joining Mike and Melissa for the Q&A portion of today's call will be Steve Russell, President of Tubular Running Services; Nigel Lakey, President of Tubulars; and Scott McCurdy, President of Cementing Equipment.A presentation has been posted on our website that we will refer to throughout this call. If you'd like to view this presentation, please go to the Investors section of our website at franksinternational.com.On today's call, Mike will take you through an overview of this quarter and certain technology highlights. Melissa will then review the financial performance of the quarter and we'll close with a question-and-answer session.Before we begin commenting on our second quarter 2019 results, there are a few legal items that we'd like to cover beginning on slide 3. First, remarks and answers to questions by company representatives on today's call may refer to or contain forward-looking statements. Such remarks or answers are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements.Such statements speak only as of today's date or if different as of the date specified. The company assumes no responsibility to update any forward-looking statements as of any future date.The company has included in its SEC filings cautionary language identifying important factors that could cause actual results to be materially different from those set forth in any forward-looking statements. A more complete discussion of these risks is included in the company's SEC filings which may be accessed on the SEC's website or on our website at franksinternational.com.Please note that any non-GAAP financial measures discussed during this call are defined and reconciled to the most directly comparable GAAP financial measure in the second quarter 2019 earnings release which was issued by the company earlier today.I will now turn the call over to Mike.
Mike Kearney:
Thank you, Erin. We appreciate everyone joining us today for the call. Frank's excellent second quarter results highlight our differentiated market position which has driven both top and bottom-line improvements.We are seeing increased customer spending in key markets and are continuing to experience growth through market share gains and improved pricing. The company's focus on customer service and developing industry-leading technology has been key to improving our financial results.Turning to slide 4 and the summary of our results, in the second quarter, we generated $156 million of revenue which was up 18% from the second quarter of 2018 and up 8% sequentially.Adjusted EBITDA was $17 million in Q2 and $27 million for the first half of the year, demonstrating a first half year-over-year incremental margin of 34%. In the second quarter, we generated positive free cash flow for the first time since the third quarter of 2017. We are dedicated to entering the market recoveries in a position to improve returns on capital and optimize free cash flow.Now, I'd like to review some of our segment and technology highlights in the quarter. Turning to slide 5, the TRS segment's second quarter revenue increased 16% from the prior year and 9% from the prior quarter. Increasing customer activity in key markets such as West Africa, the U.S. Gulf of Mexico, the Caribbean, and Asia-Pacific drove our top line improvement.It is also worth noting that the second quarter was the 12th consecutive quarter of growth in the U.S. land market for the TRS business. This was achieved despite the recent decline in rig counts.Our technology accomplishments in the TRS business were noteworthy this quarter. We were awarded the 2019 Hart’s E&P Meritorious Engineering Award in recognition of the TRS patented Collar Load Support System. This technology is the industry's only true non-marketing tubular handling system for corrosion-resistant alloys. It's a prime example of the company's relentless focus on safety, removing both our personnel and those of our customers from the red zone on the rig floor.With this technology operators can rack stands of tubing in the derrick while off the critical path. In addition to enabling safer operations, the Collar Load Support System substantially reduces run time, while simultaneously increasing well integrity and the life of the well.Another example of our technology creating value for customers is in Azerbaijan. While working with a major operator, Frank's deployed its Intelligent Connection Analyzed Make-up tool or iCAM. This technology is machine learning and big data analytics to learn from historical data and make recommendations for optimal make-up in connection integrity.Our iCAM system provides connection analysis more reliably, accurately, and with less personnel than any other systems available today. This job was performed with 100% accuracy in dispositioning over 2,500 connections significantly reducing the tubular installation time.Turning to slide 6, the Tubulars segment second quarter revenue improved more than 30% year-over-year and 20% sequentially. Recall this segment contains two businesses. The first is our tubular products sales business, which is large diameter conductor and surface casing and connectors. The second piece of this segment is drilling tools, which is designed to optimize drilling performance.The Tubular product sales business experienced strong growth in the second quarter due to higher demand in the U.S. Gulf of Mexico and a large tubular order from a customer in Mexico. Drilling tools revenue also increased sequentially due to increasing customer adoption of our product suite. The Drill String Torque Reducer or DSTR illustrates this and has been adopted as a solution of choice for several customers on degraded wells and reentry work. The DSTR also improves the integrity of the well under severe downhill conditions while reducing casing work.In the second quarter, the Tubulars segment also successfully completed field trials on two new technologies, the DPTR and the Data Logger. The Drill Pipe Torque Reducer or DPTR is a modular clamp-on tool similar to the DSTR and that it is also used in deviated wells that are experiencing excessive rotary torque and casing wear problems. And the Data Logger is a downhole drilling sensor package that allows data to be recorded throughout the drilling operation to document the effectiveness of shock absorption and vibration mitigation.The Data Logger represents additional functionality of our existing Harmonic Isolation Tool. While our drilling tool's business is a relatively small piece of the total Frank’s portfolio, our customer feedback is extremely positive and we expect this business to have a robust growth trajectory going forward.The Cementing Equipment segment as shown on slide 7 posted revenue of $27 million, an increase of 14% compared to the prior year and essentially flat compared to the prior quarter. International expansion efforts continue to progress with new work awarded in the quarter in the Black Sea, West Africa, Mexico and Asia Pacific. This progress may not be readily evident in our results as we had some international projects finished during Q2 with follow-on work pushed out later in the year.Given that this segment is still in the early stages of international expansion, we expect some lumpiness in the results as projects start and completion times fluctuate. A good example of the international traction in this segment is in the Caribbean market where our Cementing Equipment business has moved staff and products into a joint base with our TRS business. The Caribbean is one of our strongest markets and we feel this combined go-to-market approach will drive an improved sales effort.As you may recall, a significant part of the rationale of acquiring our Cementing Equipment business was to roll out their technologically superior products through the Frank's International footprint. It is taking longer than originally anticipated to tweak the tool designs for certain international markets and obtain the required international certifications.The good news is that all of that work is behind us and these industry-leading tools will be available in even more markets starting later this year, most notably the North Sea. Overall, our Cementing Equipment technology is expected to be utilized in over 20 international locations in 2019.Our SKYHOOK technology enhances the wireless cement head offering and it continues to enjoy strong adoption. It is now being utilized on almost every cement head job we perform in the Gulf of Mexico and has been utilized in six countries outside of the U.S. And SKYHOOK will be deployed into additional international markets over the remainder of the year. This technology has been recognized as the best practice by many of our customers, because it embodies our core value of safety due to its remote operation.SKYHOOK eliminates trips up into the derrick to connect cement lines by our employees or those of our customers. So on a company-wide basis, the market outlook for each of our businesses is positive for the second half of the year and we are encouraged by the relative stability of oil prices and improving deepwater rig counts. As we look to the remainder of 2019, our plan still calls for 15% year-over-year revenue growth and an approximate doubling of adjusted EBITDA.I would now like to introduce you to Melissa Cougle who joined the company as Chief Financial Officer two months ago. She brings over 17 years of oilfield service experience to Frank's most recently as CFO at NESR. Prior to NESR, she held several senior level finance and accounting leadership roles at Ensco. She has been a great addition to Frank's and will play a significant role in leading us to higher returns on capital and free cash flow generation. Melissa?
Melissa Cougle:
Thanks, Mike. It is an honor and pleasure to have joined the Frank's team. My first two months have been fruitful and immensely educational. And I had developed a newfound respect for the unique position Frank's occupies in our space and the committed workforce who're devoted to the Frank's vision. And looking at the quarter's financial results, we are reporting revenues this quarter of $156 million.Our top line has grown 8% since the last quarter and 18% since the year ago quarter driven by better-than-expected growth in our TRS offshore business as well as a large tubular product sales order completed during Q2. And looking at adjusted EBITDA, we finished the quarter reporting $17 million, which is up 78% sequentially. Our business is generating strong leverage from our top line growth. As a reminder in Q1, there was a one-time insurance charge of $2.5 million. And looking at our first half collectively, we are seeing incremental margins of 34% year-on-year, and feel good that this trend should continue and improve going forward.And turning to cash flow which is at the forefront of our minds and our investors mind we ended Q2 2019 with $173 million in cash and short-term investments which was flat to the first quarter of 2019. Our free cash flow generation totaled $3.3 million for the quarter, and this reflects our first quarter positive free cash flow since 2017. We are focused on managing working capital requirements through the remainder of the year, with a large focus on reducing our DSOs.We do expect to continue to generate free cash flow for the remainder of the year. We spent approximately $9 million on CapEx in the quarter, which continues to be in line with our expectations of approximately $40 million total spend for the year. Our investments are being made strategically on products and technologies that we believe reinforce our strong position in the market and where returns on capital make sense. Much of our capital for the year has been committed and we see cash generated in the back half of 2019 as devoted to paying for those expenditures as that equipment is received.And looking at our performance for each segment, our Tubular Running Services segment showed the strongest performance with revenue of $107 million, which was up 9% from the first quarter and 16% from the prior year quarter. Offshore markets in the Caribbean, Africa, and the U.S. Gulf of Mexico continue to improve for this segment. And we also picked-up additional market share in the Asia Pacific region. This segment is showing the strongest follow-through and incremental margins with adjusted EBITDA of $25.4 million in the second quarter.Lower manufacturing costs in the quarter aided the adjusted EBITDA performance in addition to the leverage on higher sales. We expect a range of 40% to 60% incremental margins in this segment going forward.And looking at – to our Tubulars segment. Revenues of $22 million were reported in the second quarter. This is up more than 30% from the year ago period and 20% from the first quarter of 2019. As a refresher in this segment, we have two different components
Operator:
Thank you. We will now begin the question-and-answer session. [Operator Instructions] And our first question comes from Sean Meakim from JPMorgan.
Sean Meakim:
Thanks. Hi, good morning.
Melissa Cougle:
Good morning.
Mike Kearney:
Good morning.
Sean Meakim:
So maybe to start, I was hoping we could just talk about how you're seeing changes in competitive dynamics. So, picking first international offshore markets, many few of your competitors, one is going through a period of transition and so as the market's improving, how are you seeing changes in competitor behavior? And then maybe you could just contrast that in the U.S. where lots of small competitors, much more fragmented marketplace and a more challenging near-term outlook in terms of activity. Maybe just to get an update on competitive landscape will be helpful if you don't mind.
Mike Kearney:
Sure. I'll take it off and then turn it over to some of our business unit presidents we've got here. In terms of the competitive profile, we are in a very competitive market and we have as you know on the TRS side one large competitor. But when you go into individual markets, there are usually a handful of smaller sometimes local competitors that can be quite good and strong competitors. So, the competitive landscape is still competitive.I think we have picked up market share selectively for a couple of reasons. One is we're really pushing our higher technology offering and secondly and this gets sort of the people plank of our strategy. We've invested a lot of money in sales training over the course of this year and I think we may be starting to see the beginning results of some of that training that we've had in our sales force. But I'll start by turning it over to Steve on the TRS side. Maybe you could give little more granular on the TRS competitive situation.
Steve Russell:
Yes. Thanks Mike. As Mike mentioned here, we do believe we've gained some market share on the international markets. We have some capacity and ability to deliver the projects as they come up and we think that's attractive for the clients. On the U.S. Land side, obviously, we've -- the market is seeing some headwinds coming. We've been growing in U.S. Land now for 12 consecutive quarters and we know we believe that's primarily a function of our quite wide footprint and our ability to redistribute resources as individual basis pickup and drop. The other thing we've seen as a trend here is the big IOCs coming into U.S. Land. We've seen that as an opportunity for us to pick up those clients. And again, we believe they've an interest in our technology portfolio in U.S. Land which differentiates us from some of the smaller competitors out there.
Scott McCurdy:
Yes. This is Scott McCurdy. I would say for the Cementing Equipment business, I think, we are a new entrant on the international offshore market. So, a lot of that is proving our technology and basically the value of our tools and as rig rates go up that value goes up because of the efficiency and then safety benefits. But one of the things I would say, I think we're changing the competitive dynamic because as we come into a country or an area and we work for new customer that customer operates in multiple different jurisdictions that were spreading and we're seeing good adoption of tools within a customer around the world. And so, that's been a very positive sign for us.
Nigel Lakey:
Yes. Thank you. This is Nigel Lakey. I want to echo everybody's comments, but I think Mike identified a principal issue here. We have better customer engagement than we've had in the past. We're able to get the voice of the customer, understand their challenges and to Scott's comments particularly, rig costs are now very, very much foremost in our customer's mind. So where we are improve in efficiency, where we provide some technology differentiation solve some customer's problems, I think that very much sets us apart from the other players in this business.
Sean Meakim:
Thank you for that detail. I appreciate all the different perspectives. Mike, I was hoping you also just maybe drill in a little bit more into the opportunity set for TRS specifically in Latin America as we look maybe in the next year and the year beyond. I mean I think historically Brazil is a market you guys are focused on too much, just given pricing and margins have been more challenging in that market, but with IOCs potentially looking to ramp up activity next couple of years, the success that we've seen in Guyana's Suriname along with even the Mexican side and the Gulf looking better. Just maybe how you look at the broader Latin American opportunity set next couple of years? And how that could contrast with how you participated in Latin America historically?
Mike Kearney:
Let me start with Brazil. Petrobras historically has of course been the significant player in Brazil. If you look at the rig data though and the forecast going out two or three years, you can see that Petrobras -- the rig forecast for Petrobras going down and for the IOC is going up and that's good news for us. Petrobras is very, very tough on its vendors price wise. And I think the -- on Petrobras though, we do have an opportunity to bring in some of our specialized tools to try to up-sell and kind of get into the Petrobras story of that way.On the IOCs, we work for them in many locations over the world so -- all over the world. So we've got a very good route to try to sell our story to the IOCs. They're ramping up in Brazil. Other parts of Latin America, the Caribbean is very strong for us and the Mexican side of the Gulf of Mexico is increasing also, but I'll turn it over to Steve if you want to provide little more color on Latin America.
Steve Russell:
Yeah Mike. I think the Caribbean market for us is being dominated by the growth in Guyana and the adjacent countries, where we've had a first-to-market advantage and that's been a good growth story for us. I think the story line on Mexico and Brazil both IOCs are accessing the deepwater market, which is a sweet spot for us. So we see them as opportunities going forward.
Sean Meakim:
Thank you. I appreciate that feedback.
Operator:
Our next question comes from Byron Pope from Tudor, Pickering, Holt.
Byron Pope:
Good morning and congratulations Melissa. I was just wondering Mike or Melissa realized the business is naturally lumpy from quarter-to-quarter, but as I think about the Q3 guidance results, it's slightly sequentially and implies top line and degradation in Q4. And so just wondering if you could provide some incremental color and context on whether that's just the timing of projects in one or more of the business segments and -- but again, any context there would be helpful.
Mike Kearney:
Yeah. Good comments, Byron, very observant on your part. But if you take the straight 15% revenue growth and then you look at our first half, the implication is that our revenue is going to be, if you say flat in the third quarter, it definitely implies a fairly significant downward tick in the fourth quarter and that's really not our expectation.So when we say, 15% year-over-year revenue growth, that's really a bare bones of minimum. But I have to say, I'd be very disappointed if all we did was that, because that would target as the $600 million revenue for the year. So look at 15% is kind of a low watermark. It's not really our current expectation.So I don't know if that helps any, but we certainly think that the second half of the year revenue -- because we do have some projects kind of winding off in Q3, we depict that our kind of minimum would be flat revenue in the third quarter. Of course that would imply a pretty strong fourth quarter. So that's kind of the trajectory that I personally see is flattish third quarter and a pretty good bump up in the fourth quarter.
Melissa Cougle:
Yes. I…
Mike Kearney:
That would get us over the 15% bogey so to speak.
Melissa Cougle:
In addition to what Mike says, maybe some additional color around the lumpiness. There's several things that can drive out top line, the tubular product sales and these tend to coincide with if you will customer delivery date. So where a customer pushes out a well even a month or two, if that trips the quarter that can move our top and bottom line pretty meaningfully in one of our segments.So when we look forward, we see additional growth trajectory in total for sure. And I think as we look at our what I'd say is our burgeoning market segment theme ,the Tubular segment as well as Cementing, when we look quarter-over-quarter we may see a project slip, and that could be meaningful impact to that segment in a particular quarter, but when we look overall at the landscape, we see a very good growth trajectory.So I might suggest that when we're looking at Tubulars and we're looking at Cementing, we're looking year-over-year and sequentially, but year-over-year and the total trajectory is very important. And then when we're looking more at TRS, we're looking more sequentially as to how we're continuing to move forward always up into the right to the TRS business.
Byron Pope:
That's really helpful. Thank you both. I’ll leave it at that.
Mike Kearney:
Thanks, Byron.
Operator:
[Operator Instructions] We have no further questions at this time. I'd like to turn the call over to Mike Kearney for closing remarks.
Mike Kearney:
Thanks, Sylvia. So to conclude, we expect a solid second half of 2019 and have an optimistic outlook for the continued outflow recovery into 2020. We continue to evaluate ways to improve our operational and financial performance to drive higher returns on capital and free cash flow. We look forward to keeping everyone apprised on our next call. Thanks for your continued interest in Frank’s International.
Operator:
Thank you, ladies and gentlemen. This concludes today's conference. Thank you for participating. You may now disconnect.
Operator:
Welcome to the First Quarter 2019 Frank's International N.V. Earnings Conference Call. My name is Janine, and I'll be your operator for today's call. [Operator instructions] Please note that this conference is being recorded. I will now turn the call over to Erin Fazio. You may begin.
Erin Fazio:
Good morning, and welcome to the Frank's International conference call to discuss first quarter 2019 earnings. I'm Erin Fazio, Manager of Financial Planning and Analysis and Investor Relations. As speakers on today's call, we have Mike Kearney, Chairman, President and Chief Executive Officer; and Kyle McClure, Senior Vice President and Chief Financial Officer. Joining Mike and Kyle for the Q&A portion on today's call will be Steve Russell, President of Tubular Running Services; Nigel Lakey, President of Tubular; and Scott McCurdy, President of Cementing Equipment. A presentation has been posted on our website that we will refer to throughout this call. If you'd like to view this presentation, please go to the Investors section of our website at franksinternational.com. Before we begin commenting on our first quarter 2019 results, there are a few legal items that we'd like to cover beginning on Slide 2. First, remarks and answers to questions that company representatives on today's call may refer to or contain forward-looking statements. Such remarks or answers are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Such statements speak only as of today's date or, if different, as of the date specified. The Company assumes no responsibility to update any forward-looking statements as of any future date. The Company has included in its SEC filings cautionary language identifying important factors that could cause actual results to be materially different from those set forth in any forward-looking statements. A more complete discussion of these risks is included in the Company's SEC filings, which may be accessed on the SEC's website or on our website at franksinternational.com. There, you may also access both the first quarter 2019 earnings press release and a replay of this call. Frank's International uses its website as a channel for distribution of material company information. Such information is routinely posted and accessible in the Investor Relations section. Please note that any non-GAAP financial measures discussed during this call are defined and reconciled to the most directly comparable GAAP financial measure in the first quarter 2019 earnings release, which was issued by the Company earlier today. On today's call, as shown on Slide 3, Mike will take you through an overview of this quarter and the highlights of our reporting segment change, Kyle will then review the financial performance of the quarter, and we will close with a question-and-answer session. I will now turn the call over to Mike.
Mike Kearney:
Thank you, Erin. We appreciate everyone joining us on the call today. In the first quarter, we generated $144 million of revenue, which was up 25% from the first quarter of 2018 and essentially flat with the fourth quarter. Adjusted EBITDA was $9.7 million in Q1 and incremental year-over-year margins were 42%. Our customers are increasing their spending levels in several geographic regions and that is helping drive increasing demand and revenue growth. Our Cementing Equipment business had robust domestic product sales in Q1, resulting in the highest quarterly revenues for this segment since the acquisition of Blackhawk in late 2016. We also saw continued strength for our tubular running services business in Africa, the Caribbean as well as our U.S. Land market where we grew revenue for the 11th consecutive quarter despite a decline in the rig count. Turning to Slide 4. Last week, we announced the new segment reporting structure. The new segments are Tubular Running Services which we refer to as TRS, Tubulars and Cementing Equipment. This resegmentation aligns all the revenue and costs of each business into their respective segments. We've now achieved the critical alignment of financial reporting with our management structure driving accountability and streamlining decision-making. We are now reporting corporate costs as a separate component. Let's look a bit closer into the composition of the new segments. Tubular Running Services, or TRS, includes the installation of casing, tubing and completions equipment on a global basis. These operations are carried out in land, shelf, deepwater and ultradeep water operations in 50 countries on 6 continents. This was previously captured by the U.S. Services and International Services segments. Our Tubulars segment was previously called Tubular Sales. This business designs, manufactures and installs connectors and casing accessories for large-diameter heavy wall pipe. As part of our connector business, we will purchase pipe for resale for customers that want complete packages. This segment also specializes in the development, manufacture and supply of proprietary drilling tool solutions that focus on improving drilling productivity by eliminating or mitigating drilling operational problems, such as casing wear, torque and drag, and drill string vibration. The Cementing Equipment segment is comprised of what we previously called the Blackhawk segment. This segment provides specialized equipment services and products that are utilized in the construction, completion or abandonment of the well bore. This global business operates in both onshore and offshore environments. Our Corporate component includes all remaining costs that are not directly associated with the 3 segments. Previously, corporate-related costs were substantially included in the U.S. Services segment. Finally, a portion of the shared regional operating expenses previously reported in U.S. Services and International Services is being allocated across all segments based on their use of these shared expenses. Our new business segment structure allows our operating management to better control all aspects of their operation and for investors, it provides a more accurate picture of segment profitability. In summary, we are encouraged by the relevant stability of oil prices and healthier deepwater rig counts. As we look to the remainder of 2019, our plan calls for a 15% year-over-year revenue growth and approximate doubling of adjusted EBITDA. I will now turn the call over to Kyle to provide additional details on the financial results for the quarter. Kyle?
Kyle McClure:
Okay. Thanks, Mike. Following up from Mike's comments regarding the new segments, I wanted to drill into the changes a little further so everyone's clear on the moving pieces. Turning to Slide 5. We'll take a look at the before and after view for revenues and cost movements. Our new TRS segment primarily combines the revenues of the former U.S. and International Services segments. As a note, we will no longer break out U.S. Land versus U.S. offshore or International TRS revenues by region for this segment. Obviously, we will provide a consolidated geographic breakdown in our SEC filings, and we'll also provide color commentary on the markets, but we'll no longer report these geography separately for TRS. Likely, the biggest shift in the resegmentation is related to various operating expenditures that resided in the former U.S. and International Services segments. Let's break this down into two pieces. First, certain operating expenditures, which supported the entire enterprise, which previously resided in the U.S. and International Services segments, are now to be split between the three new segments based upon various allocation methodologies. The premise behind this being is our shared resources and support function that the other segments receive benefit from. Whether it be facilities, insurance programs or various support departments, these costs will now burden all the segments to show the true expense of running these businesses. The second significant piece, which is being broken out into its own component is the corporate expense, which largely resided in the U.S. Services segment previously. We will report this separately going forward. To be clear, these are not costs just in Houston. This includes overhead support costs such as global legal expense, global IT expense in addition to others, as well as the corporate functions here in Houston. Moving to the remaining two segments. Notable changes to our new Tubulars segment would be the addition of a small drilling tools group, which was previously in the U.S. and International Services segments and was roughly $11 million in revenues in 2018 and the regional OpEx allocation. And last, the segment formerly known as Blackhawk, will be known as Cementing Equipment going forward. The only notable change is the inclusion of the regional OpEx allocation. So in summary, we have aligned the three new segments in the corporate cost component to better reflect the true profitability of each business. This will, in turn, allow us to allocate capital with more discipline, drive more efficiencies within the cost structure and ultimately, run a better business. Turning to Slide 6. In addition to the resegmentation we announced last week, we also announced changes to our consolidated income statement as it relates to the income statement geographies of cost, namely the general and administrative line item. The primary reclassification to G&A in 2018 and going forward would be that expenses related to bonus, stock compensation and medical claims will now follow the employee based on our classification, cost of revenue or G&A. If you look at the 2018 summary income statement on Slide 6, you'll see about $32 million in costs moving from G&A to cost of revenues. Okay. Now that we've got that out of the way, let's jump into Q1 results starting on Slide 7. First off, as expected, revenues were down slightly sequentially as the Tubulars segment saw a reduction in pipe sales due to timing, offset somewhat by strong growth in the Cementing Equipment segment, notably strong product sales in the Gulf of Mexico. Adjusted EBITDA was $9.7 million in the quarter, down to the slight sales reduction, a slight step up in certain cost, specifically relating to repair and maintenance expense in the TRS segment. As well, corporate costs were higher due to insurance premiums related to higher-than-expected activity in the 2017-2018 period, or roughly $2.5 million, and costs associated with reporting segment change. Turning to cash flow. We ended Q1 2019 with $172 million in cash and short-term investments, which was down $40.8 million versus Q4 of 2018. Working capital use of cash in the quarter was approximately $41 million, driven by 3 factors. First, we saw accounts receivable go up by $16 million, which was largely due to a few customers, certain geographic locations in addition to some product orders with some longer terms associated with them. Second, payables were down $17 million due to annual short-term incentive payouts in addition to some cash taxes. And lastly, we saw some inventory restocking associated with some upcoming product deliveries. We also had CapEx of $8 million in the quarter, which is consistent with what we think we will see quarterly for 2019 at a roughly $40 million expectation for the full year. We are targeting Q2 to be free cash flow break-even and likely to improve each quarter the rest of 2019. As we are embarking upon some significant efforts to improve our DSO, manage inventories in a generally improving business environment. Turning to Slide 8, we will take a look at the segment results, starting with the TRS segment. For Q1, the TRS segment generated $98.1 million in revenues down slightly from Q4 2018, but up 24% from Q1, 2018. U.S. land TRS saw its 11th consecutive quarter of growth in Q1 of 2019. On the offshore front, we saw double-digit growth sequentially in the Caribbean as growth continued in Trinidad and Guyana. Additionally, Africa saw double-digit growth to the new projects in Ghana and Equatorial Guinea during the quarter. U.S. Gulf of Mexico was down as expected due to a mix of less completion oriented work. Adjusted EBITDA was $17.7 million in Q1 of 2019 down $3.9 million from Q4 of 2018. This was driven by the reduction in revenues and some of the offshore markets notably the U.S. Gulf of Mexico, Europe, and Asia Pacific. In addition, we experienced increased freight and repair and maintenance cost associated with mobilizing equipment for upcoming offshore projects. Turning to slide nine, we'll take a look at our two wheeler segment. Revenues were $18.7 million in the quarter down $3.7 million while adjusted EBITDA is up $1.3 million from the prior quarter. Revenues were down as several pipe orders from Q4 2018 did not repeat in Q1 of 2019. Main driver of the improvement in adjusted EBITDA is the growth in our drilling tools business, which is now part of the segment. This business, albeit, relatively small as it represents about 25% of total sales for this segment, has very nice incremental margins and the mix this quarter certainly helped grow adjusted EBITDA. Turning to Slide 10. We'll take a look at the Cementing Equipment segment. Cementing Equipment revenue was up $5 million from the fourth quarter of 2018 driven by growth in offshore product sales and international services, primarily from increased activity in Mexico and the Caribbean. The U.S. land market was also higher quarter-over-quarter driven by record product sales. Adjusted EBITDA in the segment was $3.8 million up $2.3 million sequentially reflecting 46% incremental margin as the mix of revenues specifically in the Gulf of Mexico helped drive these results. The Cementing Equipment business continues to see promising expansion in the international markets with over 20% of revenues coming from outside of the U.S. and new work awarded in the quarter that should help with this growth trend continue throughout 2019. To close out on slide 11, I will take you through our Q2 outlook and the rest of 2019. We continue to expect the full year 2019 guidance of 15% top line revenue growth and 30% to 50% incremental adjusted EBITDA margins. The total company Q2 revenues are expected to be modestly up sequentially driven by international TRS expansion with adjusted EBITDA up due to TRS growth and non-recurring Q1 expenses. With that, we will open the call to Q&A. Operator?
Operator:
Thank you. [Operator Instructions] And we have a question from Ian MacPherson from Simmons.
Ian MacPherson:
Mike, I wanted to see if I could just ask a little bit about how the TRS market offshore is developing from a pricing standpoint given that there is, I guess, not really tightness yet, but tightening throughout the system. And where you are in your pricing cycle with regard to, I guess, maybe selective opportunities whether it's in the Gulf of Mexico, internationally if anything is happening ever, do you think that's more going to be sort of on the comp for 2020 or later?
Mike Kearney:
Yes. Thanks, Ian. I'll let Steve get into the details of that. But as you know, the postings of offshore drilling rigs have moved up quite nicely. And it always has to do whether it's what we do, what the offshore drilling contractors do with supply and demand. And they're starting -- in their segment, they're starting to see a tightening of supply of certain types of rigs, so that's starting to propel prices. So the corollary for us has to do with our competition. We've got local competitors that can put in bids against us as well as some of the larger competitors. And so in terms of a tightness of deliverability, we haven't quite seen the same degree of some of the offshore drilling contractors. So our pricing offshore, it varies quite a bit by segment -- by market, geographic market, but we've -- we're seeing a little bit of upward movement, but not anything near what some of the other offshore providers have seen. So I'll let Steve add a little color to that.
Steven Russell:
Yes. Thanks, Mike. Yes. I think, Ian, first of all, I think the bottom's being found in offshore pricing, and we're on the early stages of a recovery. Like Mike said, we're using sort of opportunistically trying to put price up as tenders come through. Our sales cycle is quite long on a number of these projects and the fact that we're tied into multi-year contracts. So that will take some time to work its way through to the bottom line results. Thank you.
Ian MacPherson:
Okay. Got it. For a follow-up, I just wanted to ask with regard to the new reporting format. I'm definitely a fan of the separation of the corporate overhead, which had been distorting your U.S. TRS margins previously. But I guess, I'm a little less enthusiastic of your bundling the U.S. Land and Gulf of Mexico business going forward from a disclosure standpoint. And I guess I wanted to ask in your SEC filings, will you consider to provide granular breakouts of U.S. Land and Gulf of Mexico? And if not, is that really competitively driven? Or is it more of just an internal business organization impetus that's resulted in that combination of those two segments?
Kyle McClure:
Yes. This is Kyle. It's not competitively driven whatsoever. In our SEC filings, we will have consolidated geographic breakouts, but not down to the segment level as we had previously. Understand, there might be some lack of visibility there. We'll continue to give color commentary on those particular markets as needed, but it's nothing more than this is just -- from a reporting standpoint how we're going to do going forward. There's no competitive lean on this whatsoever.
Operator:
[Operator instructions] Our next question comes from Mike Urban from Seaport Global.
Mike Urban:
Just kind of following up on the last question and not trying to re-create the previous reporting, but just more broadly on a geographic basis. I think if you just look at overall spending levels, I think, kind of for U.S. onshore, I think, for the market, maybe we're looking for a little bit of a decline in spending year-over-year, especially as it pertains to more drilling-related businesses and then international kind of high single maybe 10% kind of growth. I'm just wondering what your outlook is relative to that just without putting words in your mouth, but think that the international outlook could be a little better as you continue to roll the previous Blackhawk segment out on the international platform. But just would be interested on your thoughts on kind of the growth rates relative to the market expectations.
Kyle McClure:
Yes. I mean, I think we talked about this little bit in our guidance the past few quarters. International markets are a little bit of a mixed bag. I do think we're seeing some, we'll talk about Blackhawk here separately, but we'll first split this apart between the TRS piece and how Blackhawk is coming along. Obviously, the international piece is a significant chunk of the TRS component. If you go back in time, with internationals, of course, you have a size of that particular business for us. But I think, if you look around the regions, you look at places like Africa, the Caribbean and very select markets there, you're seeing some pretty substantial growth rates coming up year-on-year. You have some other markets such as Europe that are coming up nicely due to some work that's been won over the back half of last year. Gulf of Mexico, I think, we kind of look at as a little bit of a mixed bag as well. Our TRS business, probably look at as being slightly up to flat and then Blackhawk as a little bit of a up and down throughout the year based upon product sales and various rigs in and out. So I don't think we can take a look at the international pie and say, it's all going one direction. I think you're seeing some pockets of some nice growth as rigs have come into particular markets. And the market share gain, we talked about at the end of last year, we're going to get a full year's worth of here in 2019 and that's why you'll see as the TRS segment goes on throughout the year, we'll likely see those international pickups in market share play through. On the international side for Blackhawk, we're expecting that to not double this year but be up pretty substantially and it's becoming much larger piece of their business as well as they penetrate and go along to new markets they haven't been to before. And we've spent a piece and chunk of CapEx here the last 2 or 3 quarters on getting cement heads built, certified into international markets they haven't previously been into. But I think the international markets in general are a good story. They're probably going to be growing a little bit faster than the overall markets within our businesses.
Mike Urban:
And then U.S. onshore. Any reason why you deviate much from the market there?
Kyle McClure:
Well, we will. I mean, I'll let Scott talk a little bit about this, but our TRS business is probably going to pop along with the market more or less. We might pick up some pricing here or there, maybe better exposed in certain basins. On the Blackhawk side of the house or Cementing as we're now calling it, they've got a pretty robust growth projections for the U.S. Land as they're getting into new markets that they really haven't been in historically, and they've got some pretty exciting new products that are coming out. I'll let Scott maybe talk about that.
Scott McCurdy:
Sure. Thanks, Mike. For our land business, I mentioned on the last call but we're still relatively small and underrepresented. So as long as we have a good rig count, whether it's up or down a little bit, it's not a huge factor. Just a couple of highlights of things that we've been doing. We just opened a large base out in the Permian area, seeing a lot of growth there, focused on the Oklahoma City, kind of Oklahoma market and rolling out through kind of our TRS footprint there. And also introducing some new products and pushing our downhole service tools into the market. So we've seen nice, we've seen growth in the first quarter even with the slight drop in rig count, and we expect that to accelerate over the remainder of the year as some of our new products continue to gain traction.
Operator:
[Operator instructions] We have no further questions at this time. I will now turn the call over to Mike Kearney, Chief Executive Officer.
Mike Kearney:
The offshore markets globally continue to improve and the land markets are stable, all of which leaves us to believe will turn in an improved 2019 performance. A great deal of work has gone into the business resegmentation, and we're convinced it will give us greater operational clarity and drive better accountability and improve results. We look forward to keeping everyone informed and updated on our progress. I want to thank everybody for their continued interest in Frank's International.
Operator:
Thank you, ladies and gentlemen. This concludes today's conference. Thank you for participating. You may now disconnect.
Operator:
Hello, and welcome to the Q4 2018 Frank's International N.V. Earnings Conference Call. My name is Anaiya, and I'll be the operator for today's call. At this time, all participants are in a listen-only mode. Later, we will conduct the question-and-answer session. [Operator Instructions] Please note that this conference is being recorded. I will now turn the call over to Mr. Blake Holcomb. Blake, you m ay begin.
Blake Holcomb:
Thanks, Anaiya. Good morning, everyone. And welcome to the Frank's International conference call to discuss the fourth quarter and full-year 2018 earnings. I'm Blake Holcomb, Director of Finance and Investor Relations. For today's call we have Mike Kearney, Chairman, President and Chief Executive Officer and Kyle McClure, Senior Vice President and Chief Financial Officer as speakers on today's call. Joining Mike and Kyle for the Q&A portion of today's call will be Steve Russell, President of Tubular Running Services and Scott McCurdy, President of Blackhawk Specialty Tools. A presentation has been posted on our Web site that we will refer to throughout this call. If you'd like to view this presentation, please go to the Investors section of our Web site at franksinternational.com. Before we begin commenting on our fourth quarter and full-year 2018 results, there are few legal items we would like to cover beginning on Slide 2. First, remarks and answers to questions by company representatives on today's call may refer to or contain forward-looking statements. Such remarks or answers are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. those expressed or implied by such statements. Such statements speak only as of today's date or as different as of the date specified. The company assumes no responsibility to update any forward-looking statements as of any future date. The company has included in its SEC filings cautionary language identifying important factors that could cause actual results to be materially different from those set forth in any forward-looking statements. A more complete discussion of these risks is included in the company's SEC filings, which may be accessed on the SEC's Web site or on our Web site at franksinternational.com. There you may also access both the fourth quarter and full year 2018 earnings press release and a replay of this call. Frank's International uses its Web site as a channel for distribution of material company information. Such information is routinely posted and accessible in the Investor Relations section. Please note that any non-GAAP financial measures discussed during this call are defined and reconciled to the most directly comparable GAAP financial measure in the fourth quarter and full year 2018 earnings release, which was issued by the company earlier today. I will now turn the call over to Mike.
Mike Kearney:
Thank you, Blake. We appreciate everyone joining us today for the call. Beginning on Slide 4, I will provide a brief summary of our full-year results and then go over to some of the highlights of the fourth quarter. Entering 2018, we had to believe we would see some improvement in industry fundamentals over the course of the year. To position Frank's with the anticipated recovery, we placed considerable focus on prioritizing our capital spending and engineering efforts toward business opportunities, which would give us further competitive advantages. Our targeted initiatives in 2018 drove higher profitability and led to significant year-over-year financial improvement. This included total revenues of $522.5 million, a 15% increase that was supported by growth across all of our business segments. Adjusted EBITDA improved more than 475% versus 2017 to $33.2 million due to a combination of improved pricing, international market share gains and cost control. Our adjusted EBITDA margin improved to 6.4% which was more than 500 basis points higher than the prior year. Driving the strong increase was an approximate 40% margin on incremental revenue generated over the year. I want to thank all of Frank's employees for their dedication, hard work and diligence in our efforts to drive further progress in our operational and financial performance. Frank's has been managed conservatively from a financial perspective over a long period of time. The absence of any debt or financial leverage and our investment in state-of-the-art equipment serve us well in today's market. Operators need to know that the company they call for critical services has the financial capacity to deliver the best equipment and qualified people at the well site. Operators value our strong financial position and this has contributed to our increases in market share. We will continue to leverage our financial flexibility in support of our customers' long-term needs. Turning to Slide 5. During the fourth quarter, we continued to see strong demand for our higher margin service offerings. We also benefited from increased customer activity in multiple international regions. Finally, we saw growth in our U.S. operations, especially in the Gulf of Mexico, where we enjoyed a full quarter benefit from recently captured additional market share. The result was fourth quarter revenues of $145.9 million, which was 13% higher than the third quarter and 23% increase over the fourth quarter of 2017. In addition, our fourth quarter adjusted EBITDA increased 10% sequentially to $12.8 million, which was the highest level we've seen since the first quarter of 2016. International services posted 13% increase in revenue from the third quarter, primarily due to the ramp-up of work in Africa, Middle East and Europe. We also saw increased sequential margins due to a mix of higher margin work in the Middle East and Africa. These regions will continue to contribute to our 2019 anticipated growth in service revenue. Revenue for our U.S. services segment increased 12% from the third quarter with the majority of growth associated with additional market share captured in the Gulf of Mexico. The U.S. onshore business also saw top line growth during the period. Our Blackhawk segment was primarily impacted by reduced well intervention work in the Gulf of Mexico, driven by a relatively calm storm saving. Collectively, Blackhawk saw a 5% decline in sequential revenue. Finally, our tubular sales segment recorded its highest level of quarterly revenue for the year. Contributing to the 50% increase in the third quarter was a significant order from a long-time customer of Frank's. As a reminder, this line of business has relatively few larger orders in any given quarter, which makes sequential changes to somewhat lumpy. Looking at Slide 6, as we move into 2019, we believe we are in a solid position to continue to grow our overall business beyond the levels of 2018. During 2018 we put significant efforts into further improving our internal processes and driving up cost to more fully leverage to the full earnings power of our business. As part of our strategic initiatives, we streamlined our global footprint to ensure our future efforts are laser focused on driving improved returns. While it's always hard to pass on business, we have the discipline to only quote projects that meet our profitability targets. Oil prices since the beginning of the year have stabilized. We remain optimistic of the sustained but gradual overall market recovery. In particular, we expect to see strength in our offshore business and are well-positioned for 2019. In contrast, the U.S. land market that reacts much more quickly than the offshore markets. Most analysts predicted drop in the U.S. land rig count and activity in the first half of 2019 and then a bounce back. Regardless of the trajectory in U.S. land our mission is to keep a careful eye on our cost, so we can continue to increase profitability. Given that backdrop, I will now discuss our outlook for the business in a bit more detail. Frank's remain the go-to provider for tubular running services in complex wells and challenging environments. This differentiated position allows us to gain significant market share last year. And through 2019, we look to continue to grow market share through our best-in-class solutions. For example, we have seen rapid market acceptance and increasing customer demand for our VERSAFLO tool, which safely accelerates casing fill-ups and circulation operations. TRS also debuted in its U.S. onshore operations, a top drive of mechanical casing running tool that enhances rig floor safety and efficiency. For 2019, TRS plans to further grow its business in international and deepwater markets. We will continue to focus on rig automation and removal of personnel from well center. As we have discussed in the past, during 2018, the key priorities for Blackhawk was international expansion. As a result of its focused efforts, Blackhawk more than doubled its sales into international markets during 2018 doing jobs in 15 countries. Last year, Blackhawk also made significant progress in certifying tools to meet the most stringent customer and market requirements. This will allow us to continue our expansion into additional markets during 2019. Blackhawk plans on materially increasing its international revenue in 2019, as well as grow its U.S. onshore business through further expansion of its products and services. We also look forward to growth in our tubular business in 2019. Customers rely on our unique ability to develop, engineer and implement technology-based solutions that work in harsh environments, ensure well integrity and reduce the number of personnel on site. So with that, I'll now turn the call over to Kyle to provide additional details on the financial and operational results during the quarter. Kyle?
Kyle McClure:
As Mike already touched on a number of segment results, I'll move to this portion of the materials quickly so we can get to the 2019 outlook and Q&A. So let’s go ahead and jump into the segment results, on Slide 7, starting first with our international services segment. International services revenue in the fourth quarter was up roughly $7 million or 13% sequentially to approximately $61 million. The growth can be attributed to double-digit increases in revenues in Europe, the Middle-East and Africa, as we saw activity levels closer to the Q2 timeframe, as new work recently won in Europe and Africa kicked-off in addition to some nice gains in the Middle-East. Adjusted EBITDA for the international services segment in the fourth was $11.6 million, up roughly $4 million from the third quarter as we experienced incremental margins of 54%. As mentioned during the Q3 call, we continued to see the international offshore market as a real bright spot heading into 2019, and nothing has changed that thinking in the past few months. We feel like we are extremely well positioned to take advantage of a nice step-up from 2018 levels in this segment. Turning to U.S. services on Slide 8. Fourth quarter revenue increased 12% to approximately $43 million. Fourth quarter U.S. offshore revenue was up roughly 19% sequentially. The growth rate was due to an entire quarters' worth revenues from recent market share gains. The U.S. onshore services business also grew revenue during the quarter, rising a little more than 5% due to sustained drilling activity in certain basins during the quarter. This marks the 10th consecutive quarter the U.S. onshore business saw growth. Adjusted EBITDA for the U.S. services segment in the fourth quarter was a loss of $1.6 million, which resulted in a decline of nearly $800,000 sequentially. This can largely be attributed to two items. First, the increased repair and maintenance expenses, as well as increased labor costs in this segment, as we have seen nice margin improvements in this segment recently, we've had step-up in certain areas to support continued growth. Secondly, we experienced a few discrete expenses related to some corporate and legal entity restructuring projects that completed in the quarter, which we will not see again. As a reminder, this segment houses a significant portion of our overhead expense associated with running the U.S. and international services segment, as well as our corporate expenses reside here. Turning to Slide 9, let's take a look at our Blackhawk segment results. Total revenue to Blackhawk was $22.7 million, down roughly $1.2 million from Q3. Sequential revenue was lower primarily due to reduced well intervention activity in the Gulf of Mexico. Adjusted EBITDA in this segment was $2.3 million in the quarter or 10.1% of revenue, down approximately $2 million versus Q3. This is largely due to a decreased contribution from offshore well intervention and some end of the year inventory adjustments. Wrapping-up the segments with tubular sales on Slide 10. Revenue in the third quarter was $19.3 million, up almost 50% sequentially as the large number of large pipe orders shifted during the quarter. Adjusted EBITDA for the tubular sales segment in the third quarter was $500,000, up from $300,000 in the third quarter due to higher product sales offset somewhat by our TRS manufacturing costs, which also sits in this segment, which was up slightly during the quarter due to a few year-end inventory adjustments. Turning to Slide 11, let me summarize the quarterly financial results. On a companywide basis, revenues were up 13% sequentially with strong growth in the TRS business, significant step-up in the tubular segment with some large orders shipping during the quarter and the Blackhawk segment seeing a slight drop due to the end of storm season. Adjusted EBITDA was up $1.2 million sequentially as we had some end of the year inventory adjustments, few onetime corporate expenses and generally higher payrolls in the U.S. services segment as the business is staffing up ahead of 2019 in certain markets. To close out on my comments, as we provided color for 2019 on the last call, nothing has changed our thinking, even with commodity price volatility in Q4. And I will reiterate on the revenue side, we would expect to see a minimum of 15% growth across the business, as we expect to see strong growth driven by the international services segment with growth expected from all regions in the range of 10% to 20%. The Blackhawk segment will continue to see significant growth internationally and in the U.S. land market as they commercialize and introduce new products as previously on represented basis. The tubular segment as well should see robust growth as coating activity has increased and customer sentiment has improved. We expect to see the U.S. services segment up but not to the extent as the other businesses as we expect the U.S. land to be up slightly and don't expect to see the Gulf of Mexico materially improve versus 2018. From a profitability perspective, we would expect to see incremental margins on the revenue growth to be in the 30% to 50% range depending on the mix. The timing of growth will be gradual throughout the year like the Q1 '19 to be down slightly from Q4 '18, and then working up from there. Obviously, we're not a backlog business and this all subject to our customers and their plans are materializing, specifically on international projects inside of the house. And we feel we are in excellent position to take advantage of what we see as a better international and offshore market in 2019. And with that, we will open the call to Q&A.
Operator:
Thank you [Operator Instructions]. Our first question comes from Mike Urban from Seaport Global. Please go-ahead. Your line is open.
Mike Urban:
So it sounded like from your guidance that you continue to have pretty optimistic view of the year. So I think you may have answered my question. But we've had some folks dial back their expectations for the international and offshore markets based on the commodity volatility that we saw in the fourth quarter. And not to put words in your mouth, but it sounds like you guys aren't seeing that in the projects or continuing to move forward as previously expected?
Mike Kearney:
No, that's, exactly right. I've got Steve here, I'll let him comment. But I think overall it speaks to the, frankly the quality of service, the stability and good long-term customer relationships. So Steve, you want to provide any additional color on that.
Steve Russell:
I think you most of our contracts are quite long-term. So we've got a good contractual position going into 2019. And obviously, these planning for these big international projects stretch out there, so we have line of sight certainly into the first half of what's coming after it. So yes, we're still fairly optimistic on 2019 going forward.
Kyle McClure:
I’d also add that we've got the Blackhawk business, which is going to be rapidly growing, unrepresented countries currently internationally. And so they are expected to see some pretty robust growth in 2019. That’s another piece of the pie here as we think about the international business.
Mike Urban:
And just following up on that last point on Blackhawk. Where do you stand on in terms of the international rollout? And if you could quantify what the growth, if you give a little bit of color on that and the qualitative color, give us some color on the growth last year and midway you expect this year internationally from Blackhawk?
Scott McCurdy:
So I guess the second part of your question. Last year, we saw nice growth. We more than doubled the international piece of the business, increased it that over the course of the year. We finished out with about 19% of revenue coming from international. But actually in the fourth quarter, it was about 24%. So we saw a nice next trend up over the course of the year. And I would say set a good foundation for some pretty substantial growth in 2019 as well as Kyle mentioned that's a pretty significant part of our growth expectation for the year.
Operator:
Thank you. Our next question comes from Ian Macpherson from Simmons. Please go ahead, your line is open.
Ian Macpherson:
Mike, obviously, very favorable outlook for this and you've got a good our growth outlook without the Gulf of Mexico. And I guess we've all been a little bit surprised by the lack of Gulf of Mexico participation in the offshore recovery. And I just wanted to get your perspective on what will be required in order for the Gulf of Mexico to catch-up with what you're seeing in terms of revitalized international offshore activity?
Mike Kearney:
That's a good one, and I thank you for asking the wrong person. You need to ask some of the big operators. But I think some of the major developments have come to a production phase. We're seeing projections that the rigs in the Gulf will continue to soften. So it's a challenge. We can't directly dedicate the operators to do what they are going to do. So we've got to sit back and try to get the best market share and the best probability that we can. So, I don’t know if Steve or any of the other folks have a comment to add to that.
Steve Russell:
I think you got to look outside just the Gulf, because you've got opening markets obviously, in deepwater Mexico side and down in French Guiana, Suriname. And because of that, you've got operators looking in that whole area, removing rigs around. So where you don't necessarily see huge amount of excitement in the Gulf, you're seeing obviously quite a bit of excitement in those other areas.
Ian Macpherson:
And then I know you've had a favorable market share story in the Gulf of Mexico, and it's not as easy for us to understand exactly how you're outgrowing the market internationally. But we understand it's a combination of market share but also really penetrating underrepresented geographies and market segments as well. Would you say that you have been or you expect to continue to take share in the international deepwater market in 2019 as well?
Steve Russell:
Yes, I think of course we will look at projects on a case-by-case basis. We have line of sight to some projects coming on in Q2 that will give us a little bit more share. We don't want to detriment margins by going out there and grabbing share. But we do see us picking-up a little bit more share year-on-year, primarily because of the market share we've already captured and that obviously carrying into the projects to ship.
Operator:
Thank you. [Operator Instructions] Our next question comes from Kurt Hallead from RBC. Please go ahead. Your line is open.
Kurt Hallead:
So I appreciate the color and everything to this point. I'm curious when you look at the revenue growth prospects for the full year. I think you've given some general sense on how you think things would take out from a segment standpoint. But to make sure I'm not hearing things correctly, not misinterpreting. When you look at your four business segments, I was wondering if you can rank order the relative growth you would expect, revenue growth you would expect for the full year?
Kyle McClure:
I think you take a look at our international services segment is having the overall most dollar revenue growth followed by Blackhawk coming in second, and then our tubular business then followed by U.S. service in terms of ordering.
Kurt Hallead:
And then that should probably follow as well from a percentage standpoint as well. Is that correct?
Kyle McClure:
That’s correct.
Kurt Hallead:
And then in terms of the profitability improvements for the year and in the past, I know you've thrown out your desire to potentially get your segment EBITDA up to 80 million bucks or approaching $80 million. Can you give us sense on how you feel about that potential target for this year?
Kyle McClure:
I think to get to $80 million this year that's going to be a bit of a stretch. I think it's going to have to come through a combination of disciplined pricing, operational efficiencies and continued cost control. I think as we look at our outlook today, I think getting to 80 is going to require everything hitting all cylinders, Blackhawk getting internationalized, international services containing to hit their numbers, as well as we got to continue to focus on cost line here. But I think 80 would be at the high end of the range that I would expect this year.
Mike Kearney:
So initially we set out, if you go back at least three months, $60 million to $80 million EBITDA target. We've had some reversals in the U.S. land Gulf of Mexico does not look very pretty on the U.S. side at least. So we're thinking I know you're up at the top end of that range, it's going to be tough to get there, as Kyle mentioned. So if we can get even into the low end of that range, we're going to be doubling our EBITDA. So in a market that a lot of people say is we are pretty flat offshore. So we're not ashamed if we can get into the lower half of that $20 million range.
Operator:
Thank you [Operator Instructions]. Our next question comes from Byron Pope from Tudor Pickering Holt. Please go ahead your line is open.
Byron Pope:
I just have one question and it relates to the international services. And I think for the Frank's overall, if I recall correctly, I think the Europe, Middle East, Africa region has historically been your second largest region if you want to call the U.S. behind just the U.S. if you want to call that a region. And so when you described the robust international services top line growth that you guys have untapped. Could you just give some incremental color just on which of those markets within the Europe, Middle East, and Africa region are going to drive the growth? It sounds like you guys have contract wins in both Europe and Africa that will help. But just more color on the drivers for that international services growth this year would be helpful?
Steve Russell:
I think on the European side, we pick up some marketed Norway here. We picked that up in Q4, which actually drove some of that incremental we saw in Q4. Those are long-term contracts so those will carry through on 2019. In Africa, obviously, the outlook in Africa has been a bit spotty on rig count increases. But we did pick up a nice contract in Angola, which again will carry through till the end of the year. The Middle East, the story is around the UAE and Saudi Arabia where effectively the market share allocations are given out on a quarterly basis. So that can come and go around a quarterly few points.
Operator:
Our next question comes from Eduardo Royes from Jefferies. Please go ahead your line is now open.
Eduardo Royes:
My question is around Blackhawk, obviously, with the big growth and the expansion in margins. Took a little bit of a hit I think in the second half of the year. It's been particularly very lumpy. So just any perspective you can offer as you get some more scale internationally. How we can maybe think about the Blackhawk margin trajectory for 2019 as a whole, especially just like I said, exiting '18 it's obviously tougher with some of the lumpiness there. Thanks.
Kyle McClure:
This is Kyle, I will address the first part of that question and I will let Scott pick up the second half. We changed our internal methodology in terms of how we’re allocation cost to that segment. Starting to getting to 2018, so Blackhawk picked up an additional amount of cost burning this year that was not burning in last year, we have that in our disclosures of course. And I will let Scott talk about '19 and what he expects for profitability there.
Scott McCurdy:
So to Kyle's point, there has been some increase in cost. But I would say too, if you just look at the fourth quarter in particular you did have a few jobs slide internationally. We did have some expected weakness in the Gulf and some unexpected shift in some product sales. But the biggest thing is we've also been making some investments in our infrastructure around engineering, new product development and testing and adding some international expertise, so all that will start paying dividends in 2019. I think we expect pretty much growth every quarter for international and U.S. land over the course of the year, and then the normal volatility in the Gulf based on hurricane season and things like that. But as those volumes increase, as we see those investments we've made covered, the incremental margin should be good and we should see those margins increase over the course of the year.
Eduardo Royes:
And my follow-up just curious U.S. land, obviously, we’re going to see some softness in activity, most likely I think most people thinking its maybe a slightly down here. I guess as it relates to you guys. Is that not enough weakness to really think that we may see much pricing pressure? I think you guys have still been seeing pricing increases well through. So just curious if you're at all concerned about some of the pricing dynamics or the competitive dynamics in U.S. land if we’re talking about rig counts that’s down or spending down flat 10% in U.S. onshore? And that’s it, thanks.
Kyle McClure:
Let me put that into two pieces. We have two land businesses, one inside of Blackhawk and one inside of U.S services business. I think our TRS services business, we'd likely to see flattish year-on-year based upon the activity levels we’re seeing out there. I'll flit this to Scott and he'll talk a little bit about what their plans on in terms of where they have been participating and penetrating new markets they haven’t historically been in.
Scott McCurdy:
I would say it's very difficult to predict right now for every customer that’s talking about dropping rigs. There is others that are picking up rig. But I would say overall for us as far as market position, we are still fairly underrepresented in U.S. land. We are unrepresented for sure in the Permian area, Oklahoma. And so just growing into those, almost regardless of market as long as it's still reasonably solid, provides a great opportunity for us. We have had more customer interest in rotating casing while cementing, which is a great driver for us. We are in a unique position to rollout new products, as well as consolidate third-party products and provide the service at the well site, so that the customers don't have to have as many different company service personnel. So we consolidate a lot of things, which is a unique advantage that we have. So there is number of factors that make us comfortable that even if the rig count does fall some, we have got a pretty nice growth opportunity. And some of that is just run rate from growth in 2018 as well.
Operator:
Thank you. We have no further questions at this time. I'll now turn the call back to Mike Kearney for closing remarks.
Mike Kearney:
Yes, thanks. I would like to thank everybody for their interest in Frank's. To conclude, we are pleased with our fourth quarter and full year results for 2018. We are really optimistic about our outlook for 2019. Our targeted efforts to bolster the operational and financial performance of the company places us on a strong footing for sustained growth and profitability. We look forward to keeping everyone apprised of our progress as we move through the year. Again, thanks for your time today.
Operator:
Thank you, ladies and gentlemen. This concludes today's conference. Thank you for participating. You may now disconnect.
Operator:
Welcome to the Q3 2018 Frank's International N.V. Earnings Conference Call. My name is John, and I'll be your operator for today's call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session. And please note the conference is being recorded. I will now turn the call over to Blake Holcomb.
Blake Holcomb:
Thanks, John. Good morning, everyone, and welcome to the Frank's International conference call to discuss the third quarter 2018 earnings. I'm Blake Holcomb, Director of Finance and Investor Relations. For today's call, we have pre-recorded prepared comments from Mike Kearney, Chairman, President and Chief Executive Officer; and Kyle McClure, Senior Vice President and Chief Financial Officer. Mike will not be joining us for the Q&A portion of today's call, as his wife had surgery yesterday and he's understandably wanting to be there with her today. Joining Kyle for the Q&A portion of today's call will be Steve Russell, President of Tubular Running Services, and Scott McCurdy, President of Blackhawk Specialty Tools. A presentation has been posted on our website that we will refer to throughout this call. If you like to view this presentation, please go to the Investors section of our website at franksinternational.com. Before we begin commenting on our third quarter 2018 results, there are a few legal items we would like to cover beginning on slide 2. First, remarks and answers to questions by company representatives on today's call may refer to or contain forward-looking statements. Such remarks or answers are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Such statements speak only as of today's date or as different as of the date specified. The company assumes no responsibility to update any forward-looking statements as of any future date. The company has included in its SEC filings cautionary language, identifying important factors that could cause actual results to be materially different from those set forth in any forward-looking statements. A more complete discussion of these risks is included in the company's SEC filings which may be accessed on the SEC's website or on our website at franksinternational.com. There, you may also access both the third quarter 2018 earnings press release and a replay of this call. Frank's International uses its website as a channel for distribution of material company information. Such information is routinely posted and accessible in the Investor Relations section. Please note that any non-GAAP financial measures discussed during this call are defined and reconciled to the most directly comparable GAAP financial measure in the third quarter 2018 earnings release, which was issued by the company earlier today. We will now play Mike and Kyle's pre-recorded commentary and then move to Q&A.
Michael C. Kearney:
Thank you, Blake. We appreciate everyone joining us today for the call. Beginning on slide 4, I will go over some of the key drivers of our third quarter results. On our last earnings call, we discussed our expectations of lower third quarter revenue, primarily due to the completion of a number of international projects during the second quarter and operational changes in customer schedules. The slight decline we saw on our top line results was actually better than we had anticipated. But more importantly, we grew sequential adjusted EBITDA from the second quarter. Adjusted EBITDA for this year's third quarter was the highest level we've seen since the first quarter of 2016. A lot of work has been done within the organization to improve the company's financial performance. I want to once again thank our employees for their dedication, hard work and diligence through these challenging times. The main driver of our growth in adjusted EBITDA was our U.S. Services segment. Revenue for this segment increased 9% from the second quarter due to strength in both our onshore and offshore business. As a reminder, this segment also includes corporate G&A where we saw important cost reductions from the second quarter. U.S. onshore TRS continued to benefit from increased activity and higher pricing. We also saw growth in the Gulf of Mexico through increased market share as we displaced a competitor on two rigs during the quarter. Results for our International Services business were impacted by the completion of certain projects in Canada, Latin America, Asia Pacific and Africa, as well as a decline in ad-hoc call out work. This impact was partially offset by new projects in Africa and Europe. Our Blackhawk segment saw continued growth in revenue and margins for the third quarter, driven by record product and service revenue in its U.S. onshore business and increased well intervention work in the Gulf of Mexico. Additionally, during the third quarter, Blackhawk's international business continued to make strides, and we expect this part of their business to more than double for the full year 2018. Turning to page 5, I will provide an update on our three near-term strategic priorities. First, we continue to put significant focus on the optimization of our Tubular Running Services business. Our efforts are centered around providing customers best-in-class offerings that will allow us to capture additional market share and profitability as the market continues to recover. During our second quarter earnings call, we discussed the evaluation of our global geographic footprint whereby we group our location configurations into three categories
Kyle F. McClure:
Thanks, Mike. Let's go ahead and jump into segment results on slide 6, starting first with our International Services segment. International Services revenue in the third quarter was down roughly $5 million or 9% sequentially to approximately $54 million. The decrease can be attributed to revenue slowdowns in Latin America, Canada and Africa as services on a number of projects completed during the quarter. Partially offsetting the sequential revenue decline was the commencement of new projects, primarily in Europe. Adjusted EBITDA for International Services in the third quarter was $7.8 million, down roughly $6 million from the second quarter. Adjusted EBITDA was impacted by the previously announced completion of projects during the second quarter. In general, the International segment performed about how we expected in the quarter. I would add, however, that this segment will likely be back closer to Q2 levels in the fourth quarter as new work on in Europe and Africa will materialize; as well, I would offer that international offshore markets heading into 2019 are poised for a nice recovery, specifically in Africa, Europe and South America. We continue to see tendering activity build to a level we have not seen in many years in each geographies. Turning to U.S. Services on slide 7. Third quarter revenue increased 9% to just over $38 million. Third quarter U.S. offshore revenue exceeded our expectations, up roughly 9% sequentially. The growth was due to market share gains and a move to a more completions-based work in the Gulf of Mexico. The U.S. onshore business also grew revenue during the quarter, rising a little more than 9% due to increased activity and improved pricing. This marks the ninth consecutive quarter the U.S. onshore business saw growth. Adjusted EBITDA for U.S. Services in the third quarter was a loss of $0.8 million, an improvement of nearly $6 million sequentially. The improvement quarter-over-quarter is attributed to an improved mix of offshore business, better pricing on U.S. land and lower G&A cost in this segment. Turning to slide 8, we'll take a look at our Blackhawk segment results. Total revenue for Blackhawk was $23.9 million, up slightly from Q2. Sequential revenue was higher primarily due to an increased U.S. onshore services and product sales, and increased well intervention activity in the Gulf of Mexico as a result of storm season. Adjusted EBITDA in this segment was $4.3 million in the quarter, or 18.1% of revenue, up 240 basis points versus Q2. This is largely due to increased contribution from offshore well intervention products and services mix. Wrapping up the segments with Tubular Sales on slide 9. Revenue in the third quarter was $12.9 million, down almost 8% sequentially. Adjusted EBITDA for Tubular Sales in the third quarter was $300,000, up from $200,000 in the second quarter. Revenues were lower sequentially due to changes in customer drilling schedules. We do expect that delayed orders in previous quarters will be delivered in Q4, which I will touch on in our Q4 guidance. Turning to slide 10, we will summarize the quarterly financial results. On a company-wide basis, revenues were down 2% sequentially. Global TRS was down 2% as the expected slowdown in the International segment was offset slightly by market share gains in the Gulf of Mexico and continued activity in U.S. land. Even against the backdrop of declining revenue, adjusted EBITDA expanded 70 basis points sequentially, generating slightly higher adjusted EBITDA in the quarter driven by reduced G&A and better mix within the International and U.S. Services segments. Third quarter cash flow from operations was positive $2.5 million with a slight improvement in cash and short-term investments ending at $247 million. As well called out in this morning's press release, we closed yesterday on a five-year $100 million revolving credit facility. This new facility, in addition to our cash balance, should give us solid footing around our financial flexibility and we continue to maintain one of the strongest balance sheet in the industry. As Mike mentioned in his previous comments, we are on track to achieve a couple of stated financial targets we rolled out in February of this year. First, we stated a gross margin improvement of 300 basis points over the course of 2018. So far, year-to-date versus 2017, we are well-advanced and believe with the mix of business internationally, continued targeted price increases, and final actions around our country rationalization program, we will enter 2019 on a gross margin run rate that we have been targeting. Second, we targeted a G&A reduction of 10% from 2017 levels over the course of the year. So far, year-to-date versus 2017, we are down 7% and expect to achieve a run rate 10% reduction by the time we enter Q1 2019. Additionally, G&A is down as a percent of revenue 620 basis points through nine months versus 2017. So even as sales have increased 12% year-to-date versus 2017, we have been driving cost out and controlling any incremental needs to fund the business. To close out (15:41) I will provide some color on what we expect to see in the fourth quarter and a first look at 2019. Looking at Q4, we expect to see total company revenues increased 5% to 10% from the third quarter. The International segment is expected to see activity return closer to what we saw in Q2 with the pickup of work scopes in Europe and Africa. The U.S. Services segment revenues will likely be flat as we would expect U.S. land to slow its growth rate with the broader market slowing and no real change is expected in market share and activity in the Gulf of Mexico. We would expect to see the Blackhawk segment revenues flat to Q3 with a slight slowdown in their Gulf of Mexico and International businesses, offset by continued strong product sales in U.S. land. The Tubular segment should see substantial growth sequentially as the number of larger orders that have been in the pipeline will ship and we should see this segment up at a minimum 30% sequentially, potentially more depending on the timing of various orders. For the full year 2018, we are increasing our revenue and adjusted EBITDA guidance to reflect Q3 results and our projections for Q4. Our current thinking for full year 2018 is that revenues will be between $510 million and $520 million, and adjusted EBITDA will be in the $32 million to $37 million range. As we turn the page on 2018 and start taking a look at 2019, I wanted to give you our thoughts on what we believe will be a gradual step-up in revenues and adjusted EBITDA throughout the course of 2019. Looking at revenues, we would expect to see a base case of 15% growth across the business. We expect to see strong growth driven by the International Services segment with growth expected from all regions in the range of 10% to 20%. The Blackhawk segment will continue to see significant growth internationally and in the U.S. land market as they commercialize and introduce new products. Tubular segment as well should see robust growth as coating activity has increased and customer sentiment has improved. We expect to see the U.S. Services segment up slightly, but not to the extent as the other businesses as we expect U.S. land to be up provided we don't see additional bottlenecks and don't expect to see the Gulf of Mexico materially improve versus 2018. From a profitability perspective, we would expect to see incremental margins on the revenue growth to be in the 30% to 50% range depending on the mix. The timing of growth will be gradual throughout the year with likely Q1 2019 being down from Q4 2018 and then working up from there. Obviously, we are not a backlog business, and this is all subject to our customers and their plans materializing, specifically on the international project side of the house. But we feel like we are in excellent position to take advantage of what we see as a better international and offshore market in 2019. With that, we'll open the call to Q&A.
Operator:
Thank you. We'll now begin the question-and-answer session. And we do have a question from Ian Macpherson from Simmons.
Ian Macpherson:
Hey. Thanks. Good morning, everyone. I wanted to ask on Blackhawk. It seems like the international growth story there is clicking very well. How much of your first nine month's revenues in Blackhawk this year are now from international?
Scott A. McCurdy:
Sure. I'd say – how much are now from international, I'd say, this quarter, we're looking at kind of a low 20%. That's gone up over the course of the year. On average, probably 17-ish percent for the nine months.
Ian Macpherson:
Got it. Okay. And so I assume you're still projecting outsized growth for Blackhawk internationally compared to North America for 2019 as well?
Scott A. McCurdy:
I would say for 2019, I would say as a percentage, we certainly see the highest growth coming from international markets. I think Gulf of Mexico we see relatively flattish, and then we see some pretty sizable growth still from U.S. land as well.
Ian Macpherson:
Got it. Thank you. Then I just wanted to ask about the revolver. Obviously, you've got plenty of cash in the balance sheet already. So maybe you can talk about your intentions or aspirations for that expanded liquidity and what types of things you might have in your crosshairs in terms of expanding the technology portfolio?
Kyle F. McClure:
Yeah, sure. So, I think we're obviously always in the market screening deals to see what's out there. I think putting the revolver in place we had one expire in August of this year. It's just a good practice financially for us. We've still got $215 million (20:36) on the balance sheet. But feel like just having that out there to give us some financial flexibility as, obviously, we're screening through various deals from time to time just to make sure we're not having to put that in place the last second, just the additional flexibility for us.
Ian Macpherson:
Okay. Understood. Well, look, good results and outlook. Congrats there and, Mike, best to you and the wife in recovery. Thanks.
Kyle F. McClure:
Thanks, Ian.
Operator:
And we have a question from Brad Handler from Jefferies.
Brad Handler:
Thanks. Good morning, guys.
Kyle F. McClure:
Good morning, Brad.
Brad Handler:
If you could please just speak to the third quarter results in U.S. Services, maybe get another layer in. It was a very impressive profit improvement. It sounds like it's a little bit of kind of all the boxes being checked. But if you could help us out a little bit perhaps just how much was G&A improvement perhaps, so we could start to think about kind of the ongoing incremental margins, which still seem like they were very strong.
Kyle F. McClure:
Right. So, this is Kyle. I'll take the first part of this question. I'll let Steve kind of fill in some of the color commentary that's going on in the market. I think from a top line standpoint, we obviously saw the mix in the Gulf of Mexico have a nice tailwind in the quarter, and got on a couple of new rigs and more of a completions-based work. (21:59) incremental margin flow through. The other half of the coin here is really on the G&A side. The segment absorbs the large majority of our, call it, $37.5 million in the quarter, G&A fits in this particular segment, and that was down substantially in the quarter as well as our cost-reduction initiatives continue to work their way through the P&L. And I'll let Steve kind of take you through some of the color commentary on U.S. land, as well as Gulf of Mexico.
Steve Russell:
Yeah. Good morning, Brad. So I think on U.S. land, we've had some market share gains over the last few quarters, and I'd also seen some pricing leverage in the market. Now, going forward, I'm always nervous to give guidance on U.S. land in Q4 with the holiday periods and the weather and whatnot. But we're still seeing robust demand for our services in the underlying market. I think in the Gulf, again, we've seen some market share gains during Q2 and Q3, and they're pretty robust from a contractual perspective. To reiterate Scott's comments earlier, I would say the Gulf is looking sort of flattish activity year-on-year. So I'd think we'll be more in a sort of a hold and sustain mode in the Gulf rather than continue growth going forward.
Brad Handler:
Okay. Fair enough. And I appreciate the extra color. But if I dig into both of those ideas a little bit, I guess we have certainly seen in other companies as well other businesses there can be a mix shift quarter-to-quarter in terms of what the rigs are focusing on in the aggregate. But would you have us think that this was perhaps an exceptionally favorable quarter skewed to the completion side and therefore there is risk at just the underlying activity in the Gulf of Mexico? You're on the same rigs but the underlying activity quarter-to-quarter can shift pretty meaningfully, and we've done like double-digit percentage kind of ships up and down, or is that much more muted than that when we're talking about hold?
Steve Russell:
Yeah, Brad. I mean, there is some movement within the Gulf depending on whether the rigs are in completion or drilling mode. I wouldn't characterize it as double digit, so less than that generally.
Brad Handler:
Okay. All right. That's helpful. And can we assume that – you're not suggesting there is – some of the pricing gains you've had, if I shift to the U.S. land side, some of the pricing gains you've had, is there any reason to think that that falls under pressure or that gets challenged as maybe competition tries to sort of claw back share or any concerns you might have in terms of holding the pricing gains you've been able to realize here recently?
Steve Russell:
Well, in the short term, we're not seeing huge pressure on that. Obviously, we're watching particular basins and specifically the Permian activity levels going forward and we will adjust accordingly. But right now, we're not seeing that pressure at this point.
Brad Handler:
Okay. That's helpful. And then I just want to make sure on the G&A progress, I heard your comments correctly. Sometimes you type away and you don't always hear everything. There's more progress to be made, you think, by the exit of the fourth quarter, right, so we might, all else equal, expect to see some continued improvement in the – what is – are in for G&A line in the fourth quarter and then on into 2019, correct?
Kyle F. McClure:
Yeah. That's the expectation here internally. We've gone through a number of efforts internally throughout the year to kind of contain that cost either just sort of being from an attrition standpoint, reduction standpoint. We're now at a point where it's no longer that we're doing reductions. It's more of a sort of concerted effort to control that cost, either through folks leave the company. We're not going to backfill positions in certain cases and we've got I think a pretty good handle on at this point, whether it be professional services or headcounts. So, I think that would continue to be going down from this point would be our expectation.
Brad Handler:
Okay, very good. All right. Well, I've asked my more than my fair share. I'll turn it back, but thanks for the answers.
Operator:
Thank you. And I have no further questions.
Kyle F. McClure:
Okay. Well, it looks like that concludes the Q&A portion of today's call. Thanks everyone for joining. Have a great rest of your day and get out and vote. Take care.
Operator:
Thank you, ladies and gentlemen. That concludes today's conference. Thank you for participating and you may now disconnect.
Operator:
Good morning, and welcome to the Q2 2018 Frank's International N.V. Earnings Conference Call. My name is Michelle, and I will be your operator for today's conference. [Operator Instructions]. Please note that this conference is being recorded. I would now turn the call over to Mr. Blake Holcomb. Sir, you may begin.
Blake Holcomb:
Thank you, Michelle. Good morning, everyone, and welcome to the Frank's International conference call to discuss the second quarter 2018 earnings. I'm Blake Holcomb, Director of Investor Relations and Communications. Joining me today on the call are Mike Kearney, Chairman, President and Chief Executive Officer; and Kyle McClure, Senior Vice President and Chief Financial Officer. We also have Steve Russell, President of Tubular Running Services; and Scott McCurdy, President of Blackhawk Specialty Tools to join the Q&A portion of today's call. A presentation has been posted on our website that we'll refer to throughout this call. If you'd like to view this presentation, please go to the Investors section of our website at franksinternational.com. Before we begin commenting on our second quarter 2018 results, there are a few legal items I would like to cover beginning on Slide 2. First, remarks and answers to questions by company representatives on today's call may refer to or contain forward-looking statements. Such remarks or answers are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Such statements speak only as of today's date, or if different, as of the date specified. The company assumes no responsibility to update any forward-looking statements as of any future date. The company has included in its SEC filings, cautionary language identifying important factors that could cause actual results to materially different from those set forth in any forward-looking statements. A more complete discussion of these risks is included in the company's SEC filings, which may be accessed on the SEC's website or on our website at franksinternational.com. There, you may also access both the second quarter 2018 earnings release and a replay of this call. Frank's International uses its website as a channel for distribution of material company information. Such information is routinely posted and accessible in the Investor Relations section. Please note that any non-GAAP financial measures discussed during this call are defined and reconciled to the most directly comparable GAAP financial measure in the second quarter 2018 earnings release, which was issued by the company earlier today. I will now turn the call over to Mike for his comments.
Michael Kearney:
Thank you, Blake, and good morning to everyone in the Americas, good afternoon to those in Europe and Africa and good evening to the call participants in the Middle East and Asia Pacific. Beginning on Slide 4, I will go over some of the key drivers of our second quarter results. Frank's revenue and adjusted EBITDA in the second quarter was the highest we've seen since the first quarter of 2016. It's been a challenging two years, but I'm very proud of our employees for resilient and have remained dedicated to serving our customers during this period. In the second quarter, the International Services business saw strong improvement, with revenue up 22% sequentially as some new contracts commenced operations, projects were extended longer than expected and we saw an increase in the use of our technology that help drive margins. U.S. Services revenue grew during the quarter as we picked up additional share offshore in the Gulf of Mexico as well as in the U.S. onshore market. The onshore market also saw increased rig activity and pricing during the quarter, helping drive a sequential increase in revenue and margins. We're seeing the early signs of some longer-term contract extensions and some new contracts in the Gulf of Mexico, making us more optimistic that our largest offshore market is positioned to see further improvement. The Blackhawk segment revenue was up sequentially in the U.S. offshore and onshore markets as well as internationally in the majority of products and service lines. In fact, the International sales in Q2 were the highest for this segment since Blackhawk became part of the Frank's family. The positive results this quarter help support our view that the bottom is behind us and that the recovery is beginning to take hold, particularly internationally. However, the recovery is not uniform in its trajectory and difficult to forecast on a quarterly basis. We'll provide a bit more on that later. In Q2, we saw projects extending longer than expected as well as some short-term call-out work. This can lead to some quarter - quarterly variability, but generally the momentum is upward. We now believe that unanticipated customer changes and work scope will generally be more positive than negative. While the overall market is beginning to do its parts to help elevate the company's results, we are diligently working to cultivate a mindset, which will drive improved operational and financial performance. On Page 5, you can see our three near-term strategic priorities. First, we will continue down the path of optimizing our tubular running services business. As the market continues its recovery, we must be well prepared to serve our customers and improve our profitability. In the second quarter, we completed the deep dive evaluation of our geographic footprint. During this process, we categorized our location configurations into three categories. First, we have core countries, which we define as a permanent location with a legal entity and operational base and full-time personnel. Second, we have flex countries because they afford us the optionality to row in and row out or sail in and sail out as the case might be. These locations will have a legal entity; however, no permanent base or permanent local personnel. This structure gives us the opportunity to pursue discrete pieces of business without a significant investment. All remaining locations are classified as inactive, meaning there is no base or personnel, and we see no near-term prospects that meet our business objectives. Obviously, we will adjust the categories of certain locations over time as the industry develops new prospects in place. We're also prioritizing what we refer to as our highest value opportunities. Our business intelligence team is now segregating the opportunities that make the most sense for us to pursue based on the number of services or sale items we can provide as well as the volume or time on the rig across all of Frank's segments. Our goal is to identify these opportunities as early as possible from an operator decision standpoint, then engage with the customer or prospect to make sure they are aware of the value added Frank's can provide. In the best of circumstances, we seek to have our proprietary technologies specced into a tender. If that's not possible, we certainly expect to be early to the game and maximize our odds of winning the business. With an emphasis on being agile, we construct internal teams to work every project to maximize our chances of success. Conversely, we will not pursue opportunities, which have more limited value or are in regions with the higher risk profile. These high-value opportunities will bring to bear all of our overarching strategic teams of people, technology, portfolio and profitability. The result of our TRS optimization initiative will ensure we are laser focused on the right opportunities and the right countries. Our second near-term priority is the continued expansion of Blackhawk in the high-value international markets. We're gaining traction by educating our customers on the benefits of technologies that improve their well-construction operations, solve their well-intervention challenges and increase the overall safety of their operations. The growth of this business goes hand-in-hand with improving our commercial and go-to-market optimization work done by the high-value opportunity teams. Delivering the full spectrum of Frank's services and products to new and existing customers is essential and this represents the next step forward for our future growth. In the coming quarters, we expect to see our international sales from the Blackhawk segment increase further as certifications are finalized and more tools are manufactured to meet demand. We have dedicated resources, specifically, targeting the completion of these certifications and has made great progress. We are currently rolling out newly certified tools and expect to have tools that are certified to the most stringent customer and market requirements worldwide in the fourth quarter of this year. Our final near-term priority is to complete the necessary actions to meet our cost reduction and profitability goals. As we discussed on our Q1 call, we're targeting a 10% reduction in G&A and a 300 basis point 2018 exit rate improvement in gross margin. The combination of accomplishing these two goals should result in around $30 million of operating margin improvement on a run-rate basis as we exit this year. Through the first half of 2018, we have made good progress on our profitability improvement goals and project the remaining progress will be completed over the back half of the year. With that, I'll now turn the call over to Kyle to provide additional details on the financial and operational results during the quarter. Kyle?
Kyle McClure:
Thanks, Mike. Let's go ahead and jump into the segment results on Slide 6. Starting first with our International Services segment, which was the primary driver of growth in the quarter. International Services revenue in the second quarter was up around $11 million or 22% sequentially to almost $60 million. The increase can be attributed to double-digit growth in Latin America, Europe, Canada and Asia, as services on additional rates picked up during the quarter. All international markets experienced robust growth with the exception of Africa, which continues to be facing near-term challenges. Adjusted EBITDA for International Services in the second quarter was $13.5 million, up $11 million from the first quarter. The increase was driven by the improved work mix from offshore call-out work and share gains. During the quarter, Frank's active average offshore rig count increased 14 rigs. You can see the real earnings power of the international and offshore business with the significant margin leverage we experienced during the quarter. Turning to U.S. Services on Slide 7. Second quarter revenue increased 8% to just over $35 million. Second quarter U.S. offshore revenue exceeded our expectations, up roughly 4% sequentially. The growth was due to instances where we were called out by a customer to displace a competitor on several rigs in the Gulf. The U.S. onshore business also grew revenue during the quarter, rising 12% compared to an overall market rig increase of 8%. The higher revenues were attributed to improved market share and more rigs working in the market. Adjusted EBITDA for U.S. Services in the second quarter was a loss of $6 million, an improvement of nearly $3 million sequentially. The improvement quarter-over-quarter is attributed to improved pricing, offshore call-out work and improved efficiency and onshore operations. As a reminder, this segment contains our domestic G&A, which includes all support functions for Gulf of Mexico and U.S. onshore business and in many cases, supports global activity as well as our corporate overhead. The total for all of these was around $20 million for the quarter burdening adjusted EBITDA of which approximately $8 million is related to corporate cost. Turning to Slide 8, we'll take a look at our Blackhawk segment results. Total revenue from Blackhawk was more than $23 million, up 24% from the first quarter of 2018 and up 30% year-over-year. International revenue saw the most significant improvement during the quarter as services were deployed in seven different countries and four geographic regions during the quarter. By the fourth quarter of 2018, we're expecting to have around 25% of total Blackhawk revenues coming from outside of the U.S. market. Land product sales in the U.S. market were up 15% sequentially, setting a record for the second consecutive quarter. Adjusted EBITDA dollars were higher from the first quarter due to increases in higher-margin offshore international and U.S. work as well as the increase in U.S. onshore product sales, although you will see adjusted EBITDA margins have moved down since Q4 of last year. There are two reasons driving this. First, more mix of the revenue is moving away from rentals and moving to more product sales, which has lower margin profile. Second, Blackhawk is making significant investments in people and certifications this year as well as picking up a portion of centralized corporate programs. This is being done to position them for future growth in international markets. Wrapping up the segment with Tubular Sales on Slide 9. Revenue in the second quarter was $14 million, down 8% sequentially. Adjusted EBITDA for Tubular Sales in the second quarter was $200,000, down from $2 million in the first quarter. Revenues were lower sequentially due to changes in customer drilling schedules. The decrease in adjusted EBITDA was driven by lower volumes and higher TRS manufacturing costs, which reside in the segment. We do expect that delayed orders due to customer well-campaigning changes will be delivered later in 2018. However, this revenue was not likely to be recognized until Q4. For the full year, we would expect this segment's revenue to be up around 10% from full year 2017 levels. Turning to Slide 10, we summarized the quarterly financial results. On a company-wide basis, revenues were up 14% sequentially. Global TRS was up 16% as the combination of expected contract starting up and some unexpected call-out work for revenues higher, particularly in the international segment. Adjusted EBITDA exceeded our expectations as we experienced the combination of new projects starting, certain projects being extended and better-than-expected call-out work and better-than-forecasted Blackhawk international sales. Second quarter cash flow from operations was negative $17 million, but a $4 million improvement sequentially. As you would expect, we are seeing working capital needs increase as the business growth picks up speed. CapEx for the quarter was approximately $5 million. Some CapEx is expected in the first half of 2018 has been delayed in the second half of 2018. So we would expect to see this increase in the second half of this year. Full year CapEx is likely to be in the $40 million range as we build out rental fleet for drilling tools and Blackhawk for further international expansion. We remain well capitalized at $245 million in cash and short-term investments on the balance sheet, essentially no debt and expect to finalize a new credit facility in the coming months. The facility is expected to give us access to roughly $75 million of additional liquidity. To close out on my comments, I'll provide some color on what we expect to see in the third quarter and the remainder of the year. Looking at Q3, we expect to see total company revenues decline 3% to 5%. The international segment is expected to be lower at some projects and the level of call-out works in Q2 is likely to decline and difficult to forecast. I will describe the international market as fluid as operators and their schedules are becoming more challenging to forecast, albeit we see an overall better international and offshore market going forward, but it will not be linear. The tubular segment revenue will also be lower based on revised customer drilling campaigns. The U.S. Services business should continue to see growth, onshore and offshore, while Blackhawk is forecasting some Gulf of Mexico rigs to be more completion focused, which will likely drive revenue slightly down in the quarter. Looking at adjusted EBITDA for Q3, just as we saw higher incremental margins in Q2, we expect to see similarly high decremental margins as we experienced a less favorable work mix due to the decline in international revenues in the quarter. For the full year 2018, we estimate that revenues will be somewhere between $500 million and $510 million and adjusted EBITDA will be in the $15 million to $25 million range. The fundamentals of the market are improving. We are seeing increased offshore rig count and tendering activity, particularly in the international markets, and customers are becoming more receptive to technology upsell than the previous 18 months. As offshore rig rates continue to end shop, Frank's will benefit as the value proposition become even stronger. This trend, combined with controlling our costs and a growing international presence for our Blackhawk business, gives us optimism that the stage is being set for even more profitable 2019. With that, we will open the call to Q&A.
Operator:
[Operator Instructions]. The first question in the queue, sir, comes from Kurt Hallead with RBC.
Kurt Hallead:
Sounds like game plan is moving along in a right direction. It's always great to see. Appreciate the guide points here as well, looks pretty favorable relative to where the street is at least for the year. So, Mike, maybe start off a question for you, as you kind of getting into the program and cost reduction dynamics and you continue to emphasize being able to achieve this $30 million run rate by year-end. As you go through the process, what do you think the opportunity is to see greater cost reductions than what might be on the table right now?
Michael Kearney:
Well, I think, it's going to be tough to - first of all, I think we'll achieve our goals. But with the growing business and looking to investment towards next year and more business next year, obviously, it creates a little bit of headwind in terms of - you're trying to cut cost in the phase of an increasing business. So you are optimistic we can get to what we laid out, but in terms of something dramatically beyond that, I've got kind of a wait-and-see attitude on that one. I'd love to exceed the targets, but I don't want to set out false hope.
Kurt Hallead:
Okay. That's fair enough. Maybe as a follow-up question. I know in the past you guys were looking to improve the performance on the U.S. Land TRS business. Looks like there had been some progress made during the course of the quarter. Just wondering if you give some update on strategically where the U.S. Land TRS business fits in longer term? And if does fit in longer term, what are some of the key performance metrics you might put in place?
Michael Kearney:
I'll start with that and then hand it over to Steve. The U.S. Land business, as everyone knows, is over the course of the cycle, has less margin than the deepwater offshore. But nevertheless, it's a good business, it's a solid business. And operational folks have done a great job of continuing to increase that business. So we're very happy with it. It's never going to have margins exceeding a deep offshore well, but it still doesn't mean that it's not a great business that we like. So in terms of kind of what we're seeing in the next quarter or two, I'll let Steve pick up on that one.
Steve Russell:
Yes. Thanks, Mike. So cut in U.S. Land here during Q2, we managed to get some leverage around pricing with several of our larger clients in U.S. Land, which helps the margin somewhat. And we've also gained some market share in there, which is what's been driving the performance. Obviously, as we look forward in the midterm, that's the world publicized question of where the Permian is going and what's going? So we're keeping our eye on that, but generally the focus around U.S. Land in the midterm here is execution and continuing to push pricing where we can.
Operator:
The next question in the queue comes from Byron Pope with Tudor, Pickering, Holt.
Byron Pope:
I just wanted to probe a little bit on the Gulf of Mexico commentary. It seems as though that market has historically been a call-out market, but I think I've heard although to some potential long-term contracts or opportunities. So just some clarification there, just given how well you guys are positioned in the deepwater Gulf?
Steve Russell:
Yes. So, Steve Russell here. I'll speak from a TRS perspective. So we had some gains during Q2 where we replaced a competitor to service issues for a large operator in the Gulf. So we've seen some market share gains. Traditionally, that market is via quite long-term contracts. So we've actually got most of the - what we have at the moment is on contracts for several years looking out, half to is pretty solid looking for Gulf of Mexico. Obviously, as we look out there further into 2019, the clients are still out there looking at their budget for 2019 and that will drive very much where our activity looks.
Byron Pope:
And then just a second question on the Latin America region. If I recall correctly, it seems as though you guys are particularly well levered to some of the activity occurring offshore Guyana. So is it fair to think that, that contributed to Q2 and as we continue to see incremental well construction activity, they are reasonable to think that you guys are well positioned there on the TRS side?
Steve Russell:
Yes, you are absolutely correct there. A lot of Q2 was driven by Guyana, specifically, correct.
Operator:
The next question comes from Sean Meakim with JPMorgan.
Sean Meakim:
So maybe if you could just characterize a little more granularity of that call-out work, some of the project cadence you highlighted, some that are wrapping up and then the other timing of those that are starting to pick up, Guyana being an important one. And just thinking about kind of a cross geography customer-type project mix. Could we get a little bit more granularity there as you pointed out there's going to be some variability, but maybe it'll be helpful for us to better understand the puts and takes how that's informing kind of your base case for the second half of '18?
Steve Russell:
Yes. Okay. So a lot of the call-out work in TRS during Q2 was in Asia Pacific and also the Middle East, which was hammering projects that tend to be sort of quite short-term with not too much visibility. We - on a more wider scale internationally, we've got a handful of rigs just dropping off contract, which is why you saw some of the Q3 guidance going down. But I think as we look forward into Q4 and beyond, we've got some visibility of increased activity. We pick up a contract for a large operator in Norway, which will kick in Q4 and be fairly robust.
Kyle McClure:
Well, this is Kyle. What I'm going to say, Sean, is that on the way down, I don't think we're really good at projecting how bad things were coming down, and I think as things kind of come out of there, it's difficult for us to forecast this business as it's coming online how it's the velocity of the comeback, if you will. You see at this quarter, as we of kind of guide you guys down in for Q2 as something pars out where we landed. So some of this is call out, but some of this is just work we have won that is now we're starting to see some pricing uplift and it's starting to fall through the online.
Sean Meakim:
Got it, that was very helpful detail. So somewhere related, I guess, we've talked quite a bit in previous calls around some kind of larger multi-rig tenders that were out there and certainly when times were tough, there was a pretty significant fight for market share. Could you maybe give us a sense of what you see out there in terms of the larger tendering opportunities over the next several quarters, maybe where you could see opportunity for picking up share versus where you think you may have to be defending share? Could you give us a sense of where that piece fits into the mix?
Steve Russell:
Yes. I still think a lot of the tenders that we're seeing come across the table at the moment is for fairly moderate scopes of work, 1 or 2 rigs for the handful of wells. I would say, there's opportunity in the longer term down in Brazil for us where we have a fairly moderate market share position and have some potential to gain. And generally, as Africa starts picking up, which we expect to see some activity pick up here at the end of '19 and going into 2020, that becomes an opportunity for us.
Kyle McClure:
Yes, and as Mike was talking about in his prepared commentary, this high-value opportunity team is really important as we think about the commercial focus of winning. There is about 20 - 10 to 20 each year to come down the pipe that you have to be part of and you need to get and use the baseball part on the on-base percentage. You need to be a little bit higher. You need to be more sort of [indiscernible] not so much [indiscernible], so we've got to get on base more often and I think the team here is really focused on doing that. Definitely, we've got a good process going forward.
Operator:
The next question comes from Jim Wicklund from Crédit Suisse.
James Wicklund:
Good job. Nice surprise. We love those. In previous calls, we've talked about Frank's transition to doing more jack-up work. You note the Middle East was a little bit better. It was shorter cycle work, which makes me think jack-ups. Can you talk about how your penetration is into the jack-up market has gone and what today is the best market we've clearly seen a pickup in high-end jack-ups splashed us frankly over the past couple of quarters? Can you talk about that part of your business?
Steve Russell:
Yes. I would say, we've had some improvement in the Middle East in terms of getting on work, specifically, in Saudi Arabia or in Abu Dhabi. The contracts over there are typically issued to a number of vendors and then distributed - individual rigs are distributed across that vendor network. So we've had some success in getting some additional offshore rigs, jack-ups. I'd also say, we're starting to see some improvement in the U.K. sector of the North Sea. We've done fairly well on the jack-ups.
Kyle McClure:
Yes, so let me just say from a market share standpoint, Jim, we have taken our global market share from 10% up to 18% here in the last 12 months on the global jack-up market.
James Wicklund:
That's successful effort by anybody's metric. Okay, that's helpful. And what's interesting to us is you notice - you note the contract in Norway in Q4 and a pickup in West Africa, which was one of the slow points in the quarter in later '19 and '20. That's typically more visibility than we typically see in a lot of oil field cases. Can you talk about everybody expects the deepwater market to a bottom, but the trajectory is slow on the uptake? Is it late '19, 2020 that you guys see deepwater starting to really improve? Or from that it makes me think that most of the rest of '18 and '19 is probably going to be minor? But '19, '20 to '21 starts to sound more interesting. Do you all see that way?
Michael Kearney:
Yes. I think that's safe to say, but of course, Jim, I'd be retired at the ranch if I could predict rig counts with a great certainty. You'd be at your ranch too. So it's hard to predict a couple of years out, but I think the overall tone - of course, it's - I can't claim to be a macroeconomist, but I think as operators start to become more convinced that the commodity prices are going to be more or less in the range they are in and they gets to be more of a confidence level, then we can feel more confident going a little further out. And we're seeing that, I think, on all fronts that the market is stabilized. And of course, it all drives off of a - first of all, the commodity price and then the - they are kind of the profitability level for the offshore operators. You've - we've all heard the speeches by the big offshore operators that they've managed to reduce their breakeven prices dramatically based on standardization offshore. This isn't new news. But if we think we're in a $70, $75 sustained commodity price and the operators have driven their profit targets, where they can make good money from $80 a barrel to $45 or $50 a barrel, they get convinced that they've got a nice spread. That's going to be healthy for everyone. So I think that's kind of the scenario we're buying into and that'll bode well for our business over the next 2 to 3 years. Of course, we could all be wrong, but it look - the signals all look pretty good that we're going to be back in a more sustained stable environment.
Operator:
The next question in the queue comes from Ian MacPherson with Simmons.
Ian MacPherson:
You've done a lot with internal levers and market share. And the Gulf of Mexico to me has been the one surprisingly late recovery actor. Would you think that, that changes as we look out the next year? We've seen so much improvement in the North Sea and, obviously, exploration success in other deepwater basins like Guyana has created special situations. But the flatness of the Gulf of Mexico has been a bit surprising given where we are with commodities. Are your customers talking more constructively about getting back to work in the Gulf next year or do you think that's still a wait-and-see market?
Michael Kearney:
I'll turn over to Steve. I mean, I'm not hearing any major euphoria in terms of the Gulf of Mexico. You read bits and pieces about operators that have new funds or extending place. So I see some mild optimism, but I don't see any leap forward and upward rapidly. Steve, what are you hearing or seeing?
Steve Russell:
Yes. I think, it's a wait and see for 2019. I think in the short term, we've got a fairly solid outlook for the second half of '18 and the clients have to go through their budget cycles for '19 before we can really comment further on that.
Ian MacPherson:
Got it. And then my other question, I was just curious if I could ask you about your outlook for free cash generation. It's been working capital appears a bit of a drag here in the first half. And wonder if there is a target in place for free cash flow based on your updated guidance, otherwise, for the second half.
Kyle McClure:
I think, we've had some pretty good working capital outages in Q1 and Q2. We'll catch up likely in the back half of the year as we get into quarter-end in Q4 in those areas. But I think from a fundamental standpoint, you've got a business that just did obviously $11 million in adjusted EBITDA, so that will get more profitable to begin with from a CapEx standpoint. In the near term, we're probably going to add a $40 million figure. It will be in that range for the year, but I think from a free cash flow in the back half of the year standpoint, we're probably looking at a negative $10 million free cash flow from this point on based upon our internal projections. We've got a 90-day DSO. So as we grow in a given quarter, almost all of that cash is getting kicked to next quarter as well. So I think we sit here today with $245 million of cash and short-term investments. I think, will be down slightly from here to the end of the year. And then as we look at '19 and see what the profitability looks like as well as the growth rates, we'll assess it again, but I think first half of the year is probably a little bit overdone in the working capital side, and we'll catch up on some of that in the back half.
Operator:
Next question in the queue comes from Joe Gibney with Capital One.
Joseph Gibney:
Just a question on Blackhawk. You referenced sort of a target of getting 25% international mix by the end of the year. Just curious where it stands now kind of year it is, sort of a 10% international mix and kind of where are we kind of exiting 2Q? And then you talked about seven different countries in terms of, sort of, incremental growth. Was there one in particular Norway has certainly been a target in getting some of your tools certified and deployed? Just trying to understand some of the big inflection there internationally and Blackhawk. I know it has been target, but definitely a step higher.
Michael Kearney:
Scott, if you're on the phone, you can chime in.
Scott McCurdy:
Yes. I think it's going to be very broad. To answer one of your questions, we have seen a ramp up over the course of the year. The first half average is about 10%, but in the second quarter, that was more like 20%, and we do see that ramping up over the rest of the year. Right now, Kyle mentioned we had 7 - we're active in seven countries in the second quarter. We think over the back half of the year, we already have visibility of work and ordered work in about 13 different countries and its much major markets, Latin America, Europe, Asia, Middle East, Caribbean. And so it's going to be pretty broadly spread out, which is good as we're getting our name out and getting our customers exposed to our tools outside of the U.S.
Joseph Gibney:
Okay. Helpful. And then just a follow-up for Kyle. Just to clarify on your 3Q sequential guide. Kyle to commentary on international Blackhawk in tubular. I wasn't sure what the intimation was on what you're seeing for the U.S. for the third quarter, if you could clarify? I don't need any comment, I just want to clarify.
Kyle McClure:
I think the commentary there would be, we likely see that segments up slightly. I think we'll see continued growth as Steve talked about U.S. Land. We see some price increase that will come through on the onshore side of the house and Gulf of Mexico as we see right now will be slightly up in the quarter as well. So I'd tell you, continued growth in that overall segment, obviously, the Q-to-Q has been the international space and how that shakes out. We were, I think, presently surprised as it relates to Q2 and more cautiously optimistic as it relates to Q3 and heading forward.
Operator:
The next question in the queue comes from Mike Urban with Seaport Global.
Michael Urban:
So regarding the restructuring and review of the business that you've been undertaking. Last quarter, you said you had line of sight on about 80% of your target on the $30 million improvement. Presumably having completed the review that you've done internally, I'm assuming that's essentially 100% complete and now that you presumably have completed that, is there - have you identified kind of incremental opportunities there? Or is that - if you just kind of confirm what you were thinking initially?
Kyle McClure:
Yes. This is Kyle. We've got a couple of different initiatives going on and one of that Mike mentioned was that of the footprint review. Over time, we've grown into too many countries around the world and the team sort of did a deep dive, obviously, Mike's prepared commentary kind of what's core or what's ride in, ride out, and we've got a number of countries that are after that still need to be shut down just from a legal entity and branch registration, statutory books of keep. There's no real activity going on. No real people in there anymore. So you've got that initiative going on, which is going to capture something. You've got the high-value opportunity team, which we talked about, which is from winning the work we want to win, which is a piece of that. So not all this on the cost side either. So we've got pricing we need to capture in certain markets as well. On the G&A side, I think we've got that what I call largely identified, not totally execute at this point in time. And I think we've still got some more work to do on that front.
Michael Urban:
Okay, got you. If you had to quantify in terms of how much you've realized to date relative to the $30 million exit target, where would you say you are?
Michael Kearney:
In gross margins, obviously, in the quarter, we're kind of up to a target for the year at 34-plus percent. So that doesn't mean we're done. I just mean, some of the execution items here has - at least getting some traction in the business itself, which is better from an overall growth standpoint. I'd say on the G&A front, we're probably 1/3 or half way through at this point in time. We still have some additional items we need to work through on that front. But we've gone through sort of detail reviews, sort of piece by piece, department by department internally and I'd tell you 1/2 to 1/3 done on G&A and I tell you that on the gross margin improvement that we're about half way through - 3/4 way through based upon the internal reviews we've done. So in terms of what's been executed at this point in time, I tell you I'm probably more in the 25% range.
Operator:
[Operator Instructions]. And the next question in the queue comes from Sasha Sanwal from UBS.
Madhav Sanwal:
Just on offshore TRS, we're starting to see slight pickup in deepwater rig activation. And we know that picking is once you have your equipment on the rig, the key driver of offshore TRS. So for reactivated rig, kind of talk about how involved E&P and IOC customers are? We're doing the contract versus the offshore driller and thus having your equipment on the rig when it was working last, how much of the advantage is that?
Michael Kearney:
Yes. So we were seeing an increase in tendering activity stretching out into - for operations stretching into '19 and 2020. The very, very large majority of that tendering activity comes from traditionally in peak clients. We've not seen at the moment drilling contractors are subcontracting TRS in that market. It's important to win the work and be on the rig. From there, you can execute various technology sell-outs to improve margins and pricing. Some stickiness to our equipment on a particular rig meaning if we were on that rig previously, we would have structured to support our equipment. But essentially, there's also the ability to change our competitors as rigs pick up and drop.
Madhav Sanwal:
Okay, great. It's very helpful. And just follow-up to Sean's question on market share. When are your major competitors are undergoing a transformation? And so, I guess, at a high level, can you comment in any changes you've seen in recent bidding activity, whether it's on pricing or bundling? Maybe just give us your current thoughts on competitive landscape and if there are any changes there?
Michael Kearney:
Yes. Well, of course, we can't predict what the competitors do. When we go into a tender situation, we evaluate first of all, if it's an existing customer. If so, how profitable is that business and where do we need to take that the pricing. Hopefully, it's generally up, but it could be flat to slightly down depending on circumstances. So we - all I can say is we hope that all competitors are financially disciplined and seek to get a fair return on the business that they quote. So all I can say is, we hope for rational competitors and we'll get our fair share of the business. I don't know, Steve, if you have any further thoughts on that?
Steve Russell:
Yes. I think, generally, we've seen an inflection point on pricing in the offshore market, but still very much in local market. It's driven by competitive forces and desires for market shares in local and regional markets at the moment.
Operator:
We have no further questions at this time. So I will turn the call over to Mike Kearney for final remarks.
Michael Kearney:
Thanks, everyone, for your questions. We're pleased with the Q2 results. However, we do expect a slight decline in revenue and EBITDA in Q3 as we mentioned based on our customer's drilling schedules primarily. Q4 should see a bit more of a pickup in revenues from Q3 to [indiscernible] into a full year range of $500 million to $510 million in revenue and the $15 million to $25 million in adjusted EBITDA. We know there is still a need to improve our financial performance and operational efficiency to emerge as a better company following the downturn. Recent trends in the market have reinforced our optimism that we're on the way back to sustain growth and profitability with a broader product offering, a more optimized global footprint and our strong balance sheet. Thank you for your time and interest in Frank's International.
Operator:
Thank you, ladies and gentlemen. This concludes today's teleconference. Thank you for participating. You may now disconnect.
Operator:
Welcome to the Q1 2018 Frank's International N.V. Earnings Conference Call. My name is James, and I'll be your operator for today's call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session [Operator Instructions]. Note this conference is being recorded. I'd now like to turn the call over to Blake Holcomb. Blake, you may begin.
Blake Holcomb:
Thanks, James. Good morning, everyone, and welcome to the Frank's International conference call to discuss the first quarter 2018 earnings. I'm Blake Holcomb, Director of Investor Relations and Communications. Joining me today on the call are Mike Kearney, Chairman and President and Chief Executive Officer and Kyle McClure, Senior Vice President and Chief Financial Officer. We also have B.J. Latiolais, President of Tubular Running Services and Scott McCurdy, President of Blackhawk Specialty Tools to join the Q&A portion of today's call. Our presentation has been posted on the website that we will refer to you throughout this call. If you'd like to view the presentation, please go to the Investors section of our Web site at franksinternational.com. Before we begin commenting on the first quarter 2018 results, there are a few legal items we would like to cover, beginning on slide 3. First, remarks and answers to questions by company representatives on today's call may refer to or contain forward-looking statements. Such remarks or answers are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Such statements speak only as of today's date, or if different, as of the date specified. The company assumes no responsibility to update any forward-looking statements as of any future date. The company has included in its SEC filings, cautionary language identifying important factors that could cause actual results to be materially different from those set forth in any forward-looking statements. A more complete discussion of these risks is included in the company's SEC filings, which may be accessed on the SEC's website or on our Web site at franksinternational.com. There, you may also access both the first quarter 2018 earnings press release and a replay of this call. Frank's International uses its Web site as a channel for distribution of material company information. Such information is routinely posted and accessible in the Investor Relations section. Please note that any non-GAAP financial measures discussed during this call are defined and reconciled to the most directly comparable GAAP financial measure in the first quarter 2018 earnings release, which was issued by the company earlier today. I'll now turn over the call to Mike for his comments.
Mike Kearney:
Thank you, Blake, and good morning to everyone on the call. Beginning on slide 4, I will go over some of the key drivers of our first quarter results. The U.S. Services business saw the most improvement during the quarter with revenue up around 13% sequentially. The offshore TRS business took a step forward as we began to work on several new rigs in the Gulf of Mexico and had some rig schedules accelerate that benefited us in the quarter. The onshore business also continued its climb, on pace with the rig count increase and drilling activity, up roughly 6%. The U.S. Services segment will have some ups and downs quarter-to-quarter, depending on timing of work and rig schedules. But overall, the segment is trending in the right direction. Particularly in the U.S. offshore market, we are seeing more frequent instances of customers reaching out to Frank's to get the job done right when other service providers fail to deliver on the job requirements or perform poorly using outdated technology. The Blackhawk segment also benefited from improving U.S. market, setting a record in onshore product sales for the third consecutive quarter. Additionally, the well construction services business saw growth sequentially of about 12% as offshore activity in the U.S. Gulf of Mexico picked up in the quarter. We continue to being encouraged by the trajectory of Blackhawk segment in the U.S. and abroad. In April, we successfully launched the Blackhawk frac plug in the U.S. onshore market, which will strengthen our product offering. And we're well positioned for strong international growth the remainder of 2018 in Canada, Europe, Latin America and Asia. The drilling tools, technology portfolio is also gaining traction in international markets. The VersaFlo, our proprietary casing and drill pipe flowback and circulation tool, saw new deployments in North America and the Middle East offshore markets. On the land side, we were awarded a long-term contract in the Middle East to provide the Frank's Harmonic Isolation Tool or HI Tool. The HI Tool reduces vibrational loads generated by the drill bit and helps prevent nonproductive time, particularly during logging or measurement while drilling applications. These and other technologies across our segments are a key part of our strategy to deploy new technologies that broaden our relationships with customers and extend our time on the rig. Lastly, the international segment was a drag in the first quarter due to some expected declines in Europe, completion of projects and some higher mobilization costs that will support revenue growth in the coming quarters. While the international market is expected to see more projects designated for FID in 2018, we do not anticipate the benefits of these projects until 2019 and beyond. We do, however, believe that this segment will be relatively flat for the full year 2018 in comparison to 2017 as some new contracts will commence operations throughout the year. I'll now discuss some updates to our strategic initiatives. Over the past several months, I've talked about the key points of our strategy around strengthening our organization, expanding our technology leadership and optimizing our portfolio to drive improved financial performance and profitability. In early Q2, we began taking actions to reduce our costs under our newly organized business units. Our business unit leaders have been tasked with improving profitability of their respective businesses by growing top line revenues and controlling costs. We have high standards of accountability in place. And I'm pleased with our early progress in this accountability-focused business unit structure. As you'll recall, we announced in February our intention to achieve cost reduction targets in our G&A and cost of revenues. For G&A, our target is a 10% reduction from full year 2017 levels. This equates to about $15 million on an annualized basis. So far, we have executed on roughly half of this goal. On the cost of revenue side, our target is a 300 basis point gross margin improvement from full year 2017 levels. This also equates to around $15 million, of which we now have line of sight to about 80% of this goal. We believe we are on track to realizing these annualized cost reduction targets by the end of 2018. As part of these initiatives, we're in the process of analyzing and rationalizing our geographic footprint and the go-to-market strategy. As you are aware, the industry has shifted the past few years. The capital-intensive, large-scale deepwater exploratory projects have slowed down considerably in favor of shorter-term development projects. It's unclear when these longer-timeline projects will return. In response, we're becoming a more agile organization and will deploy our people, equipment and resources in a more cost-effective manner. We're evaluating each country in which we have bases and determining the optimal size and scope of our presence going forward location-by-location. This does not mean a complete pullback of our ability to work across our product and service lines in various countries. It does, however, equate to a meaningful reduction in support and overhead cost in geographic areas that do not call for our current operational presence. As you know, there is another side to the profitability coin, and that's the revenue side. Since the beginning of the decline in deepwater activity, we've seen pricing for our services drop significantly for 2 reasons
Kyle McClure:
Thank you, Mike, and good morning to everyone on the call. Looking at the segment results, I'll start with International Services on Slide 5. International Services revenue in the first quarter was down $4 million or 8% sequentially to roughly $49 million. The decline can be attributed to slowdowns in completion of work in Europe and the Middle East. However, this was partially offset by the pickup of new work in Africa and Canada during the quarter. Adjusted EBITDA for the International Services in the first quarter was $2.6 million, down roughly $3 million from the fourth quarter 2017. The decrease was driven by the previously mentioned loss of higher margin work in Europe and higher-than-expected mobilization cost in Latin America. Turning to U.S. Services on Slide 6. First quarter revenue increased 13% to just under $33 million. First quarter U.S. offshore revenue was up 22% sequentially due to additional activity from rig schedules shifting into the quarter and the ramping-up of new work. The U.S. onshore business grew revenue with the overall market and revenues came in just over $15 million. Adjusted EBITDA for U.S. Services in the first quarter was a loss of $9 million, an improvement of nearly $2 million sequentially. The improvement is attributed to the increased contribution from offshore services and some lower corporate costs reported in the segment. Slide 7 shows our Tubular Sales segment results. Revenue in the first quarter was $15 million, down 13% sequentially. Adjusted EBITDA for Tubular Sales in the first quarter was $2.2 million, up from $1.4 million in the fourth quarter 2017. Revenues were lower sequentially due to large volumes of pipe sales pushed into the fourth quarter 2017 that did not recur in the first quarter 2018. The increase in adjusted EBITDA was driven by improved margins from lower materials cost and better product mix. The recent steel tariffs have caused some uncertainty, leading customers to procure inventory ahead of potential price increases in the coming months. We're also seeing meaningful increases in the size and number of bids being received from current customers for international markets. This pickup in activity internationally, improving Gulf of Mexico market conditions and current backlog are expected to drive revenue increases during the year. Wrapping up the segments with Blackhawk on slide 8. Total revenue for Blackhawk was $19 million, relatively flat from the fourth quarter 2017 and up 17% year-over-year. Offshore well construction services revenue was up 18% sequentially due to the improvement in the U.S. Gulf of Mexico activity, offset by seasonally weaker well intervention revenues. Onshore product sales in the U.S. market also were up, setting a record for the third consecutive quarter. Adjusted EBITDA was lower from the fourth quarter 2017 due to seasonal declines in the higher margin well intervention business. The first quarter is typically lower for well intervention due to the lack of storms impacting offshore operations. Blackhawk margins were also impacted by a cost ramp to support the continued international expansion. To summarize the quarterly financials on Slide 9. Overall revenues were down 2% sequentially, about in line with what we had expected. TRS was relatively flat as the U.S. Services segment was driven higher by increased offshore activity and the international segment was lower by the previously mentioned declines in Europe and the Middle East. Adjusted EBITDA was lower than we had expected as some higher mobilization costs in the international segment and support cost related to Blackhawk international expansion offset improved U.S. Services margins. First quarter cash flow from operations was down $21 million sequentially as we saw a seasonal slowdown in collections and the timing of payables from 2017. CapEx for the quarter was just over $6 million as we made some investments in equipment related to strategic growth initiatives. We expect to see CapEx trend higher during the year as we build and commercialize new tools that continue to better shape our TRS technology and further expand Blackhawk and drilling tools to select international markets. We ended the quarter with $265 million in cash and short-term investments on the balance sheet and essentially no debt. We expect to see cash flow improve throughout the year based on revenue growth and cost reduction projections. However, given our CapEx plans of $40 million to $50 million this year, we see ending 2018 with a lower cash balance year-over-year. To close my comments out, I'll provide some color on what we expect to see in Q2. Overall, we expect to see total company revenues move higher by mid-single digits in the second quarter. The U.S. Services segment revenue is likely to be lower as some work moved up into Q1 and a couple of rigs from current customers are scheduled to exit the market. Conversely, the international segment should progress back towards Q4 levels, driven by growth in Latin America, Canada and some improvements in Europe. Revenues in the tubular segment is expected to be roughly flat while Blackhawk is trending toward revenue increases in low double digits quarter-over-quarter. Looking at adjusted EBITDA, we would expect to see incremental margins for the total company in the 30% to 40% range due to improved international contribution and the initial benefits from cost actions. I'll now turn the call back over to Mike for some final comments before we open the call to Q&A.
Mike Kearney:
Thanks, Kyle. To close our prepared remarks, I'll recap several of our strategic priorities on slide 10. First, by the end of Q2, we will have completed the analysis of our geographic footprint to determine the most critical areas for long-term growth across all product and service lines. We believe several current locations are eligible for rationalization or consolidation. Second, we will continue to execute on the international expansion of Blackhawk, tubulars and drilling tools in high-potential areas. These products and service lines will be important drivers of incremental growth and profitability. Even in a slow offshore market recovery, Frank's can realize significant growth through making these offerings available to our existing international customers. Third, we take advantage of opportunities to increase the pricing of our products and services in select areas. We will also elect to not target opportunities that are purely price-focused and conserve our personnel and technology for projects that offer win-win economics for the customer and Frank's. We will be focused on share of wallet rather than share of rigs in the market. Lastly, we will continue to have conversations with acquisition targets that can complement our portfolio and with joint venture partners, where mutually beneficial arrangements can be made that will increase our revenue growth potential and lower indirect cost of service delivery. We are also optimistic that technologies under development will allow for further differentiation of our offering to the customer. Our customers show a strong preference for the differentiated technology we can provide, which increases automation and poses fewer potential risks of injury. We are confident our current roadmap will lead to improved margins for our products and services. James, we'll now turn the line over to you for questions.
Operator:
Thank you [Operator Instructions]. And our first question comes from James Wicklund of Crédit Suisse.
James Wicklund:
Good morning guys. So Mike, have we hit bottom?
Mike Kearney:
Yes, I think we have. Obviously, as you know, I don't need to tell you, it's a mixed market out there. We have some markets that have tailed off a little bit, but we're seeing some nice increases in some of our geographic markets. So on balance, we see, I'd say, a slight trending-up from now on through the end of the year. So that's good news.
James Wicklund:
Not going down anymore is really -- you don't have to feel good, starting to feel better works. Okay. And I understand seasonally, there will be some weakness and all. But first quarter going to second quarter usually works. Okay, good luck, and congratulations on hopefully finding bottom. Mobilization charges, you mentioned a number of times and you mentioned Latin America. What's going on in Latin America that has enough of a mobilization charge to be called out?
Kyle McClure:
Well, this is Kyle. Yes, we've got a lot of work sort of down in the Trinidad, Guyana, Suriname, east coast there off of Brazil. That's a good market right now for us. And as we pick up some additional work scopes down there, we obviously -- we're mobilizing our crews and equipments to get down before that work.
James Wicklund:
And that, I assume, would be one of the things that drives Latin America revenues higher over the course of this year and next year. I mean, you're investing in this because of growth, right?
Kyle McClure:
Yes, this is a no-brainer investment for us quite honestly. These are good offshore markets for us on the gross margin level, so this is an attractive market for us, has been for some time. And as we pick up more work and we got some more IOCs going to work in these different markets, this is something that we find very attractive from an investment standpoint.
James Wicklund:
We like all that just as much as you do, believe me. What's going on in West...
Mike Kearney:
Yes, these aren't massive costs. I would say these aren't massive costs. But when you're operating close to the breakeven point, fairly insignificant cost can show big percentage increases. But they're not massive dollars. But that Caribbean area is really showing continued progress. And so just to get the tools down there, the people, some training, it creates a little bit of headwind. But there's a reason for it. There's a good future down there.
James Wicklund:
It's a nice time to have a good balance sheet. And could you tell me what's going on with West Africa? Is there any green shoots at all being seen in West Africa?
Kyle McClure:
I would call it, as Mike mentioned, as kind of a mixed bag internationally right now. We're seeing some pros and some cons out here. West Africa is one of these that's sort of just going sideways. Quite honestly, there's not a lot of – we've got one rig in, one rig out sort of one rig that's kind of going up and down the coast right now. There is not a real trend that I'd call a green shoot in West Africa right now.
Operator:
Our next questioner, Byron Pope of Tudor, Pickering, Holt.
Byron Pope:
Just have a question, it's been such a long time since there have been offshore tender opportunities to talk about. Could you just remind us when you guys secured work for on board deepwater floaters, I'm assuming that you've got pretty good line of sight such that you can see when those mobilization costs are coming such as was the case this quarter? Is that a fair way to characterize it?
Kyle McClure:
It depends. I mean, if you're looking out 12 months and you know you want a tender, you can start and embed that in your budgeting and forecast process. There are some that come, I'll say, within weeks. Or you're displacing a particular competitor on rig that you, all of a sudden, have to get equipment rehabbed and mobilized. So it's a little bit depending on which tender, you have a different sort of line of sight with that cost, if you will.
Byron Pope:
Then just as it relates to those tenders, I realize you say that the impact of these FIDs won't really benefit you guys until 2019. But could you speak to whether you're starting to see some of those green shoots in some of the shallow water geo markets, where you've got increased jack-up activity?
Kyle McClure:
Yes. And I'll look to B.J. for this one. But I would say in general, yes, we're seeing a lot more activity. I think internally, we could probably say we've never been busier as it relates to tender activity. I think from a channel – volume and activity standpoint, it's encouraging. And I'll let B.J. maybe chime in on what he's seeing in some of the geo markets.
Burney Latiolais:
So we're seeing increased activity in the Far East, the Middle East with regards to the jack-up markets. It's for the tendering process. So we're getting a little bit more away from some of the land-based operation and seeing more and more of the jack-up work beginning to take hold now.
Byron Pope:
And then last quick question for me, if I could, Kyle, the comment with regard to international being flattish this year versus last year, is that a comment as it relates to revenues and EBITDA or just the former? Can you help us out there?
Kyle McClure:
I would tell you it's primarily related to revenues. We've got sort of – amongst the geo markets, you have obviously some winners and some losers within that. I would tell you that on the EBITDA line, we would expect margins to be slightly up over '17. As we sort of start to go through our country analysis, market analysis, footprint analysis, squeezing out additional profits there on the gross margin line within that segment are certainly the primary focus for us right now. But I think revenues will also be flat. I would say margins at this point in time, we look for them to be up. Like I said, we're getting some pretty attractive returns in some nice offshore market right now. But you're also seeing sort of pricing resetting in certain markets year-over-year. And so they're sort of battling each other back and forth. As we pick up some nice work, we're also seeing pricing resetting in certain markets that's a little bit challenging. But I think overall, we see profitability to be up in that market or in that segment rather.
Operator:
Next question from Joe Gibney of Capital One.
Joe Gibney:
I had a question on Blackhawk, embedded in your sort of quarter-over-quarter growth there, low double digit. I was just curious if you could give a status update on some of the equipment certification process in the new markets. I know specifically North Sea, you guys have called out as a market that you're eager to get some of the products into. Just are we closer on that? Or is that embedded in some of that lift that we're seeing in 2Q? Just look for an updated there on timing.
Scott McCurdy:
This is Scott McCurdy. I think you're seeing an uplift just generally with just being awarded more international work as the name gets out there and we're able to take advantage of the footprint throughout the rest of the company. Specific to the certifications, we have a number of different certification efforts going on. But generally speaking, those should all be largely completed over the next 4 to 5 months, some earlier, some later within that period. But I would say by end of third quarter, we should have designs and approvals for certified tools that we could operate in any market in the world. And then obviously, producing those will be subject to the demand in the different markets.
Joe Gibney:
And then just a question on the U.S. onshore. Kyle, the incremental margins that you quoted targeted here for 2Q, I was just trying to ascertain kind of where we stand on incremental margins in your U.S. onshore business. Is it in the same ballpark? Is it a little bit lower? And then Mike, maybe if you could touch on broader strategy, U.S. onshore. I know most of your efficiency initiatives in cleaning some things up a little bit, looking at footprints seems more targeted internationally. But just kind of curious on your review of where the U.S. onshore portfolio sits as you take a look at that.
Kyle McClure:
Yes, this is Kyle. I'll take the incremental margin question for U.S. onshore. That business, we've talked about, I think, in the past at the gross margin level, right, on the incremental margin for that particular business as a standalone is sort of in the 20% to 30% incremental margin range. We see that as well for going into Q2. Again, that's at the gross or field margin, if you want to call it that. But that's what we've been seeing here in the last sort of 4 to 5 quarters as the team has done a nice job there running that business and picking up additional pricing from time to time in various basins, so call it 20% to 30% incrementals.
Mike Kearney:
Yes, in terms of the evaluation from a strategic standpoint, everything is up for grabs in terms of what we're looking at. We talk about international because we're in so many places around the world, less now than a year or 2 ago but still quite a few bases. On the domestic side, we're going to look at that as well. The margins have been improving over the last year or two. Things are looking better. But clearly, some of our bases have much more volume and better profitability than others. So we're going to take a look at that as well. So we just, we wanted to do the right thing in terms of a cost profile. We've got great employees in these locations. We may, if we reduce in one area, we'll redeploy employees to others. Obviously, the Permian is very hot, people short. So we're just going to look at our overall resource base and make sure we get it deployed the best way possible. But I think the short answer is we just want to be smart about how we approach the market domestically as well as internationally.
Operator:
[Operator Instructions] And we also have a question from Mike Urban of Seaport Global.
Michael Urban:
Thanks, good morning. Could you remind us about your plans for Blackhawk internationally? Clearly, there's a nice ramp embedded there. And kind of the underlying -- either the growth that you're targeting, where you might like Blackhawk to be in terms of the international revenue relative to the overall business, just kind of sort of the metrics around the Blackhawk rollout?
Kyle McClure:
Yes. So this is Kyle, and I'll give to Scott. As we talked about this in the last call, we expect that business this year to be growing in the sort of 20% range year-on-year coming off a $71 million base of revenue in 2017 and up 20% this year. About half of that growth is going to come internationally. And I'll let Scott maybe talk about the geo markets we see that pull-through coming.
Scott McCurdy:
Yes, that was correct. I would say right now, I mean, our near-term opportunities are fairly widespread. And we've got increase in activity in the Caribbean, Mexico area, where we've had a presence. And then you've got new work throughout Canada, Europe, Latin America, Asia that's all starting up, either starting up now or starting up over the next few months. And so the goal would be to build the Blackhawk presence in every market where it makes sense. And like I said, where we can leverage existing business or existing footprint, that's obviously much easier and a great advantage that we have trying to expand the product line.
Michael Urban:
And then in the U.S., should we continue to think about the onshore business as being more or less in line with rig count and then the decline is just some of that pull-forward that you experienced in the offshore market?
Kyle McClure:
Yes, I think the U.S. onshore market has been trending more or less with the overall rig count on land there. The overall onshore, we said we got, we pulled in a little bit in Q1. I think what we're looking at in Q2, we talked about the overall segment being down, that being sort of driven by the offshore space. I think through a month or so here in the quarter, I think we probably feel a bit better about that we did initially as we pick up some additional work there as well. And I think we probably feel -- we're hedging our bets here around U.S. Services right now for Q2. But I think we feel pretty good about that right now.
Michael Urban:
Okay, great, those were all the questions. Thank you.
Mike Kearney:
Okay. Well, thank you. That's all the questions. Appreciate your interest. So as we mentioned, we're becoming more optimistic on the overall trends in the market and our ability to execute on our strategy. Frank's in a strong financial position. And we have the technology and expertise to add value to our customers. And this value that we have translates into better overall performance for Frank's. So thanks very much for your attention today and joining us on the call. And we'll talk to you next quarter. Thank you.
Operator:
Thank you. Ladies and gentlemen, this concludes today's conference. Thank you for participating. You may now disconnect.
Operator:
Welcome to the Fourth Quarter 2017 Frank's International NV Earnings Conference Call. My name is Jason, and I will be your operator. At this time, all participants will be in a listen-only mode. Later, we will conduct a question-and-answer session. Also please note this conference is being recorded. I will now turn the call over to Blake Holcomb. Mr. Holcomb, you may begin.
Blake Holcomb:
Thanks, Jason. Good morning, everyone. Welcome to the Frank's International conference call to discuss the fourth quarter and full year 2017 earnings. I am Blake Holcomb, Director of Investor Relations and Communications. Joining me today on the call are Mike Kearney, Chairman and President and Chief Executive Officer; and Kyle McClure, Senior Vice President and Chief Financial Officer. We also have BJ Latiolais, Executive Vice President of Global of Operations; and Scott McCurdy, President of Blackhawk Specialty Tools to join in the Q&A portion of today's call. A presentation has been posted on our website that we will refer to throughout this call. If you'd like to view this presentation, please go to the Investors section of our website at franksinternational.com. Before we begin commenting on our 2017 results, there are a few legal items that we would like to cover beginning on slide 3. First, remarks and answers to questions by company representatives on today's call may refer to or contain forward-looking statements. Such remarks or answers are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Such statements speak only as of today's date, or if different, as of the date specified. The company assumes no responsibility to update any forward-looking statements as of any future date. The company has included in its SEC filings cautionary language identifying important factors that could cause actual results to be materially different from those set forth in any forward-looking statements. A more complete discussion of these risks is included in the company's SEC filings, which may be accessed on the SEC's website or on our website at franksinternational.com. There you may also access both the fourth quarter and full year 2017 earnings press release, and a replay of this call. Frank's International uses its website as a channel for distribution of material company information. Such information is routinely posted and accessible in the Investor Relations section. Please note that any non-GAAP financial measures discussed during this call are defined and reconciled to the most directly comparable GAAP financial measure in the fourth quarter and full year 2017 earnings release which was issued by the company earlier today. I will now turn the call over to Mike for his comments.
Michael C. Kearney:
Thanks, Blake. And good morning to everyone on the call. In 2018 we will celebrate our 80th year as a company and our fifth year as a public company. This is a great American success story coming from a one crew team operating out of a garage in Louisiana to 3,000 employees in 50 countries and six continents. We've gained a reputation as a respected brand around the world. Everyone in the upstream world knows of Frank's. Our customers acknowledge Frank's as a leader in safe reliable service. We provide value added technology that improves the cost efficiency and integrity of our customers' wells. Our employees have dedicated themselves to our customers' success and they take great pride in their accomplishments. Because everyone knows the markets we serve have been very weak for the last three years. As we look forward, it's clear we will have to continue to work hard to build on our history of success. Our markets have bottomed for the most part with some looking more optimistic than others in terms of a recovery. Last quarter I laid out the high level themes on which we will build the future of Frank's International. We will enable our employees, put the right people in the right positions with the right training to be successful and to win in the marketplace. We will be an organization with a high level of accountability and operational best practices that support a path to long-term profitability. We will high grade our portfolio that means we will make sure that the customers, the geographies and the products and services all make sense from a profitability standpoint. In my first 100 days on the job, I led a process to develop a strategic plan with the goal of maximizing our revenue and profitability. First we took steps internally to better align our business lines under clear and accountable leadership. Most companies talk accountability. I can assure you at Frank's we will live it. Our business unit leaders will have responsibility, authority to act and the result in accountability. Each leader is accountable for controlling their costs and delivering the top line growth of their product and service lines across our customer base. Many business support functions and resources previously managed at the corporate level or in the process of being deployed under these businesses. This will allow business leadership to determine which resources are essential to running a profitable business and which might be redundant. Second, we evaluated our entire product and service portfolio across all segments and geographies. This assessment allowed us to determine which offerings are ready for rapid expansion and which markets we should target to accelerate profitable growth. This is all about deploying resources to the higher growth areas and ensuring the slower growth areas are managed as efficiently as possible. We cannot afford to be all things to all customers in all geographies. We are looking to optimize our operational footprint across all segments. Let me give you an example. We have said one of our missions is to penetrate some international markets with the Blackhawk lines, that makes imminent sense to leverage a single physical location where we can. Take a moderate sized international location, do we have adequate yard and building footprint staffing, crane capacity and rolling stock to name a few, to support Blackhawk and TRS, what about drilling tools and Tubulars? You see my point, we also have to be able to improve the forecasting of our business by customer, by location and have the right balance of resources. Third, we prioritize the top new technologies ready for commercialization that are expected to generate profitable revenue in 2018 and beyond. These technologies span the offshore and onshore markets in Tubular running services, drilling tools and Blackhawk's well construction and well intervention portfolio. We have also redirected our engineering resources to our highest potential step change innovations. We will realize the revenue and profitability from these innovations over time, some sooner some over a longer horizon. Next let me briefly address a topic that's very important to me, the cost side of the business. Based on upgraded internal management reporting, we now know exactly which cost support which businesses, meaning our costs will be charged to the accountable business unit managers. This provides us the necessary line of sight and direction to becoming more efficient as an organization. As a result, we are targeting a G&A reduction of 10% from 2017 levels over the course of the year, and a gross margin improvement of 300 basis points annualized, of our existing cost base on a run rate exiting 2018. Kyle will provide more detail on our cost reduction targets. As the company that now thinks strategically, we continually evaluate our longer term strategy. For some companies strategic planning is a discrete process with a beginning and an end. Sometimes these plans are put on a shelf and never executed. At Frank's, we have a plan to capture value in the current environment and beyond. Recall the company made the decision last quarter to suspend the dividend. This is always a tough decision, however our board and management believe it's better to take the long view and deploy our capital in growing the business both organically and inorganically. The management team is laser focused on profitable growth and making investments in the business that will stimulate incremental revenue and profitability. With that let me move on to some of the key highlights from the fourth quarter and full year 2017. On slide 5, the first bullet point says we finished 2017 with our best safety performance in the company's history. We lowered our recordable incident rate by over 30% year-over-year. In 2017, we had fewer lost time incidents as well. Management's first priority is our employees' well-being and there's no better way to demonstrate this than to continually emphasize workplace safety. Our employees did a fantastic job of being aware of unsafe conditions and making written observations of risk before they turned into an incident. We often work in hazardous conditions. And I want to thank all of our employees for their dedication and the progress we've made toward our target of zero incidents. As you may know, our customers demand excellence in safety. With a poor safety record, it will keep you off the bid list. Next the U.S. onshore TRS business took a big step forward in 2017. We capitalized on increased domestic land activity which led to a revenue increase of almost 50%. More importantly, we improved our profitability through our lower cost structure, improved pricing and being more selective in our customer mix. We're focusing on those customers that value our safety, technology, and reliability. Blackhawk also saw meaningful improvement in 2017 from our Q4 2016 acquisition date. Much of this growth can be attributed to land products and services nearly doubling from 2016 levels and with improved margins. In the second half of the year, we also began to see some offshore product and service activity pick up, particularly international tendering activity that we expect to build on further in 2018. Another success to highlight is our year-over-year operating cash flow improvement. In 2017, we made it a priority to focus on generating free cash flow to maintain our strong balance sheet and what we anticipated would be a challenging year. Through working capital management, disciplined capital spending, and the sales of non-essential assets, we finished the year with roughly $17 million in free cash flow. At year-end, we had approximately $300 million in cash and short-term investments, which gives us the flexibility to execute on our strategic growth plans. To wrap up, I'll briefly touch on the fourth quarter and overall market conditions. As expected in Q4, we saw some Tubular Sales orders come through as well as Blackhawk revenue growth. This produced a sequential revenue increase of 10%. We continue to believe the worst is behind us in terms of the market. We are seeing more tenders and are winning new profitable work. Oil prices seem to be finding a new range and higher levels, and signs point to average 2018 oil prices being higher than 2017. If oil prices stay in the current range or higher, we believe our overall pricing should continue to stabilize. Remember we're a global company with a portfolio of products and services, so while generalizations are difficult to make, overall we are positive on the business. I do need to point out that we continue to see challenges in Q1 2018 in terms of our revenue mix, a few higher margin offshore TRS rigs are rolling off contract, however, we have some very nice offshore rig wins that will start up for us later in the year. Even though, we may have contracts, the timing of our work is on the operators' schedule not ours. So providing guidance is a slippery slope that we wish to stay off of. Having said that, Kyle will offer a little additional color on Q1 in his comments. I will now turn the call over to Kyle to give some more detail on the fourth quarter and full year financial results. Kyle?
Kyle F. McClure:
Thanks Mike. Turning to slide 7, I will discuss what we experienced during the fourth quarter in the offshore market. Please note any market share or financial comparisons in my commentary will be on a sequential basis. Overall market share in the total offshore rig count held steady during the fourth quarter. In the U.S. Gulf of Mexico market, activity was mostly flat after steady decline in the past eight quarters. While rig count remains almost 70% below June 2014 levels, this market is showing increased signs of stability. In the Middle East, we saw revenues again pick up as the shift in mix to more offshore shelf work continued. Revenues and share in Africa fell double digits as some rigs rolled off and work was completed ahead of schedule. Revenues in Europe fell 15% due to lower pricing and a discontinued drilling campaign. Asia Pacific and Latin America saw share increases as we ramped up work on new rigs that outpaced the broader market gains. And breaking down our segments, we will first look at International Services on slide 8. International Services revenue for the fourth quarter was down slightly to around $53 million. The results were primarily driven by the completion of work in Europe and Africa. These declines were partially offset by increases of more than 20% in the Middle East and Canada. The international market continues to be a mixed bag in different regions due to changing work mix and timing of projects. We're seeing indications of improvement heading into 2018, but expect to see volatility of activity and continue pricing headwind throughout the year. Adjusted EBITDA for the International Services in the fourth quarter was $5 million or 10% of revenue. The lower margins can be attributed to an above the line benefit of around $3 million in Latin America in the third quarter related to payroll taxes that did not repeat in Q4 as well as the mix of business toward lower margin regions like the Middle East and away from higher margin regions like Africa and Europe drove the decline. Moving to U.S. Services on slide 9. Fourth quarter revenue was mostly flat at $29 million. Revenue growth slowed in the U.S. land business as rig activity decreased and offshore revenue was lower due to new work coming online slower than expected. Adjusted EBITDA for the U.S. Services in the fourth quarter was around $300,000 lower than the third quarter. The decline in adjusted EBITDA was related to lower tax revenue with lower revenue contribution from offshore work in the Gulf of Mexico and higher mobilization costs related to work beginning in the first quarter of 2018. As you know, we house our domestic G&A in this segment which for Q4 was around $23 million. Slide 10 shows our Tubular Sales segment performance. Revenue in the fourth quarter was roughly $17 million, up $10 million Q-on-Q. Customer delivery delays in the third quarter were realized in Q4 and some additional International sales drove revenues higher. Adjusted EBITDA for this segment was just over $1 million, up almost $3 million from the third quarter on higher volumes. Partially offset by an increase in manufacturing costs that reside in this segment. Closing out the segments with Blackhawk on slide 11. Total revenue for Blackhawk rose 9% to $19 million, representing this segment's best quarter since the acquisition. The higher revenues were largely a result of increased Gulf of Mexico product deliveries and a $1 million increase in the U.S. onshore product sales. Adjusted EBITDA was down roughly $40,000 in the quarter to $3.4 million or 18% of revenue. The decrease was attributed to lower well intervention services related to the end of storm season in the Gulf of Mexico and some increased integration costs. Turning to slide 12, which summarizes the quarterly financial results. Revenues for Q4 were higher as Tubular Sales orders pushed from the third quarter came through. Globally our core TRS business was down around 1% primarily driven by declines internationally, namely in Europe and Africa. Blackhawk revenue increased on improved offshore services and product sales that were pushed into Q4 from Q3. And the U.S. Services segment revenue was mostly flat as onshore revenues grew slightly despite lower rig activity. Total company adjusted EBITDA fell to a loss of $1.4 million driven by contribution mix from lower margin Tubular Sales and declines in the International segment. As previously mentioned in above the line payroll tax benefit in Latin America of around $3 million did not reoccur. Adjusting for that, our total company's sequential EBITDA would have essentially been flat. Continuing on to cash flow, the company was free cash flow breakeven driven by lower CapEx and some asset divestitures. CapEx for the fourth quarter was around $3 million and $22 million for the full year 2017. CapEx for the year was lower than we had forecasted due to some deferrals based upon work schedules. As Mike mentioned in his comments, we are investing in the long-term growth of the business and expect CapEx to rise to the $40 million to $50 million range in 2018, related to the expansion of Blackhawk and other initiatives. Some of our organic investments in the business relate to both geographic and product expansion of Blackhawk, some new onshore and offshore TRS tools as well as additional drilling tools. Also of note in the quarter, we recorded in the severance and other charges line item pre-tax expense of $71 million relating to a write-down of pipe connector inventory, accounts receivable and equipment. Let me break out the three components of the write-down. First the pipe connector write-down was roughly $52 million as these connectors were purchased prior to the downturn in anticipation of continued strong growth in the U.S. Gulf of Mexico. These connectors are not considered less valuable based upon customer preferences and technology changes since they were purchased. Second the pre-tax charge of roughly $15 million for accounts receivable in Venezuela, Nigeria and Angola due to extensive payment delays. We also made the decision to reduce but maintain a footprint in these countries which is why that charge shows up in restructuring. Lastly there is roughly a $6 million pre-tax charge for equipment that was not fit for purpose or to damage to repair. Before turning the call back over to Mike for closing comments, I'd like to touch on the impacts of the recent U.S. tax reform and offer some comments on our outlook for the first quarter 2018. Regarding our 2017 financials the U.S. tax reform bill had no material impacts. Our deferred tax asset balance is lower due to the reduced federal income tax rate, but the valuation allowance we established in the third quarter, negated any impact to our financials in the current quarter. And looking at Q1 2018, we anticipate we will be working on all six of the offshore rigs in the Gulf of Mexico that we announced in August of last year, which will help the U.S. Services segment see some sequential growth. International offshore TRS is just experiencing some Q1 slowdowns and challenges in the North Sea, which is likely to weigh on this segments revenues and margins. The North Sea specifically, the Norwegian sector is being disproportionately hit hard by competitive pricing leading to market share losses to a local competitor. Blackhawk is trending flat slightly down due to some seasonality in the well intervention business. Tubular Sales are also expected to be flat or slightly down from the fourth quarter of 2017. In terms of margins, we believe we will see improvement driven by business mix in the U.S. offshore market and lower cost. We do expect to see some cash burn in the quarter as we ramp up CapEx spending and consume working capital. Overall, we expect to see revenues to be flat or slightly lower with margins to improve. To close, I will give a bit more color on the cost reduction efforts, Mike mentioned earlier. By the end of the second quarter, we are targeting a G&A reduction of 10% from 2017 exit run rate. This puts the dollar amount in the $14 million to $15 million range on an annualized basis. The 300 basis point improvement in gross margins will involve actions we are in the process of taking. These improvements equate to another $15 million annualized and are primarily related to our geographic footprint and other operational efficiency gains. Combined, we would love to see the full impact of these efficiency measures to be approximately $30 million run rate improvement as we exit 2018. I will now turn the call back over to Mike for some final comments.
Michael C. Kearney:
Thanks, Kyle. Looking at slide 13, let me close our prepared comments with a summary of our initiatives and expectations for 2018. First, we will commercialize market-ready technology across our business segments and make investments in technology that will extend our time on the rig. We are well equipped with our strong balance sheet to invest in research and development. Next, we will continue the global expansion of Blackhawk. The rationale for the Blackhawk acquisition is playing out with a successful 2017 and we are now looking to meet our next target in 2018 of growing revenue 20% year-over-year. Third, we will continue to evaluate all of our product and service lines to determine if they meet our financial objectives and if not how we can modify them through ramped up cross-selling initiatives, cost containment, a strategic alliance or divestiture. We have the balance sheet to pursue acquisitions that fit our portfolio. We have the willingness and liquidity to grow inorganically if the right opportunity is available. Finally, we're charging our leaders to be accountable and hit their profit targets by growing the top and bottom lines of their businesses. Each business must be projected to operate at a full cycle return threshold that achieves our profit target. Our G&A and cost of revenue reductions will be important drivers of our 2018 success. The way we manage the business is quite simple. Value our most important asset our employees, listen to our customers and help them accomplish their objectives. Be cost conscious and efficient to increase our profitability. And as a result increase our shareholder value. We exist to grow shareholder value and we will relentlessly pursue this objective. Operator, we'll now open up the call for questions.
Operator:
Thank you. Our first question comes from Harry Pollans from Wolfe Research.
Harry Pollans:
Hey, guys. On the 4Q International Services' margins, was there any negative impact as far as extra costs would be abandoning – the abandonment of operations in Venezuela? Just looking at quarter-over-quarter and I know you said the non-recurrence of that tax benefit impacted it, but was there any other costs involved, any frictional costs there?
Kyle F. McClure:
No. That would show up in the adjusted EBITDA margins that you're probably looking at here. There might have been some small restructuring costs that fell into the restructuring line as you go around.
Harry Pollans:
So would that be – would 4Q be a good starting point as we look at modeling 1Q 2018?
Kyle F. McClure:
Yeah. As you jump off from the Q4 International margins, I think that's effectively where we are running out right now based upon the current mix of business and then obviously that'll change as we go throughout 2018. But the current mix where it is with Africa and Europe being down the quarter and the Middle East, where it's at, that's the current run rate.
Harry Pollans:
Got you. And then for the U.S. Services, you're starting up on the six rigs in the Gulf of Mexico in 1Q, are there going to be any extra start-up costs there at those rigs that we should anticipate?
Kyle F. McClure:
No I think all the mobilization costs that there might be some minor repair and maintenance cost at this point. I think most of the equipment is ready to go and ready to be deployed. And I think we called out some of the mobilization costs in the segment in Q4 as we're getting the equipment ready to go.
Harry Pollans:
Okay. Got it. Thanks guys.
Operator:
Thank you. And next we have James Wicklund from Credit Suisse. James Wicklund - Credit Suisse Securities (USA) LLC Good morning, guys.
Michael C. Kearney:
Good morning, James. James Wicklund - Credit Suisse Securities (USA) LLC Michael you talk about growing Blackhawk and clearly, the justification, the reason for buying Blackhawk has been confirmed and it's doing better than most. You're going to grow it by 20% year-over-year which is ambitious and I notice that you're put in growth CapEx in it. And the global expansion, where do you take Blackhawk first or where are the places that it isn't today that it will be by the end of the year?
Michael C. Kearney:
Okay. I'll let Scott who is our Blackhawk expert to take that. We have had several – before I'll turn it over to Scott – several situations where the cross-selling opportunities are starting to bear fruit where TRS customers are interested and starting to use Blackhawk. And there's actually been some cross-pollination in the other way where some of the Blackhawk customers have decided to use us for some TRS services. It's fairly small the cross-selling at this point in time, but that's the big opportunity. So I'll let Scott take it from here.
Scott A. McCurdy:
Okay. Thanks, Mike. James Wicklund - Credit Suisse Securities (USA) LLC Yeah. Thanks, Scott.
Scott A. McCurdy:
Sure. The – so I think there's opportunities everywhere. I mean we literally are bidding opportunities in every major region of the world. I would say places that we aren't today, but expect that we would be I think we'll have a broader presence in the Mediterranean, the offshore Canada market, the Far East and also the Middle East and that would be kind of on top of what we're currently doing which is heavily focused on the kind of Northern, Latin America, Caribbean region as well as some of West Africa and some Canada, but more onshore focus Canada work that we're doing today. James Wicklund - Credit Suisse Securities (USA) LLC Does Blackhawk do any work with on jackups, is it just deepwater? I know you've got onshore. Can you talk about Blackhawk and the jack-up market or the shallower water market and where you are in that?
Scott A. McCurdy:
We do work on all types of rigs. We have a pretty broad suite of products. Our cement head, which is the largest product, the value proposition is highest on the floaters and the deepwater rigs. We do do some work on more of the shelf type rigs, but it is mostly focused on the floaters offshore. And then we do have a land-focused cement head which is a smaller footprint that has a pretty good presence in the U.S. land market and a lot of potential for some of the land markets around the world as well as some of the shallow water markets that those tools can be used in the shallow water markets. James Wicklund - Credit Suisse Securities (USA) LLC Okay. And Mike how much of your CapEx is going to go to Blackhawk this year, I mean out of the total for the year?
Kyle F. McClure:
About – this is Kyle. It's about 25% this year of that - (28:17)
Kyle F. McClure:
...of the range (28:18) towards Blackhawk. James Wicklund - Credit Suisse Securities (USA) LLC Okay. Last question, if I can sneak one in, Mike, I was down with some Louisiana boat people a couple of weeks ago and they're laying off people for the first time in 75 years. You guys are getting ready to celebrate your 80th birthday, laying off people at Frank's has always been difficult and it didn't happen until a couple of years ago. Where are you in reducing the head count? Are you where you need to be? Are the improvements from here going to be more structural or do we have more head count reductions ahead?
Michael C. Kearney:
Well, that's a good question. I'll tell you a little anecdote. There's some folklore that Frank's has never had a head count reductions until this downturn. When I started up, I went through some of the old employee magazines and in the 1980s, there actually were some pretty big layoffs at Frank's. So Frank's has not been immune to head count reductions. Let me start with this. Our global attrition rate is 15%. The last thing I want to do is lay people off. What we have to do is right-size the organization. My goal is to try to grow fast enough to where we can minimize any employee dislocation. I mean that's the goal. But to hit these G&A – SG&A reductions and other things, I can't say that there won't be some attrition other than involuntary, but we're certainly going to try to capitalize on the fact that all businesses go through attrition and try to retain our employees to the extent possible. James Wicklund - Credit Suisse Securities (USA) LLC Okay, perfect. Mike, Scott, thanks guys, appreciate it.
Michael C. Kearney:
Sure.
Scott A. McCurdy:
Sure.
Operator:
Thank you. Our next question comes from Kurt Hallead from RBC Capital Markets.
Kurt Hallead:
Hey, good morning.
Kyle F. McClure:
Good morning Kurt.
Michael C. Kearney:
Good morning, Kurt.
Kurt Hallead:
And thanks for that update on the strategy and direction, and everything else, makes it – puts everything in a good perspective I think into the next year. I wanted to just get a general sense here as outlined give us with a couple of teasers on like revenue growth specifically for Blackhawk, being north of 20% in 2018. So you know if you were to kind of rank order revenue growth for your segments with Blackhawk at the top, how would it cascade down from there?
Kyle F. McClure:
Yeah. So this is Kyle. So I think Blackhawk would obviously be the primary driver of sort of the top tiers, we talked about the 20% number. U.S. Services is probably and I'll go and (31:01) put Tubular in context where we have some stretched goals for the Tubular business here. This year, they are outside sort of entering some International markets they haven't been to in a while and they've got some leads on some interesting business out there in the marketplace, so that would be sort of the number two segment out there, pretty close to where Blackhawk was lining up at. Then you'd have the U.S. Services, I think we anticipate continued strong growth in U.S. land. I know BJ and the teams are out there and doing some price adjustments to various basins where we think we can pick it up at and we see some additional growth coming up there. And then, I think last would be International – I think International is the most challenging market we have right now. We talked about Europe and Africa kind of going Q3 to Q4, I think those challenges are manifesting themselves out as we look across the year right now, very competitive markets in the North Sea and then, Africa is what I'd just kind of call one-in one-out and there's no real general direction back up in that particular market. So Blackhawk, Tubular kind of at the top of the list followed by sort of the U.S. Services with both Gulf of Mexico and the onshore business seeing some decent growth and then, sort of the laggard of the group coming in with the International segment.
Kurt Hallead:
Got it. And it's a great color, really appreciate that. And maybe kind of dovetail on that, a number of different companies that have reported prior to you have kind of given some of their views on what they think they can achieve from incremental EBITDA or incremental operating margins on a year-on-year basis. So with that said, I wonder if you can give us your views on what you think your incremental EBITDA generation could be on your revenue growth in 2018.
Kyle F. McClure:
Yeah. It's depending on the mix, right. The Blackhawk is going to have a little bit lower incremental margin profile than say, a Gulf of Mexico. Gulf of Mexico is going to have an incremental margin profile of – and this is at the variable line, if you will. I won't take into account kind of fixed cost basis, but on the gross margin level, deepwater work is going to have incremental margins in the 50% to 70% range. The Blackhawk business itself is going to have incrementals in, call it the 15% to 20% range. It just depends on the general profile of what's growing and what's not growing. So, as we talk about the mix, this has been on a number of calls now, the mix of the business continues to kind of deepwater pricing pressures, activities, sort of flattening out here, that mix is obviously making the margin profile challenged. As we think about the cost reductions that we've announced today, I think we would say, hey, look incremental is going forward, if we can execute these are going to be in the 50% range for the overall organization. But mix is important as we move about the year, not all markets are the same. So...
Kurt Hallead:
Okay, great. I'll keep at two. Thanks.
Michael C. Kearney:
Yeah.
Operator:
Thank you. And we have no further questions in the queue. I will now turn the call back to Mike Kearney for closing comments.
Michael C. Kearney:
Okay. Well, thanks everybody for listening on the call here, participating. Looking at slide 13, we're going to commercialize our market-ready technology across our business segments, make investments in technology that will extend our time on the rig. We're well-equipped with our strong balance sheet to invest in research and development. Next, we'll continue to, the global expansion of Blackhawk. The rationale for the Blackhawk acquisition is playing out. Third, we'll continue to evaluate all of our product and service lines to determine if they meet our financial objectives – and not how we can modify them. And we're going to drive accountability and reduce our costs. So that's it, ladies and gentlemen, we appreciate you listening to the call and look forward to the next quarter. Thank you.
Operator:
Thank you. Thank you, ladies and gentlemen, this concludes today's conference. Thank you for participating and you may now disconnect.
Operator:
Welcome to the Third Quarter 2017 Frank’s International N.V. Earnings Conference Call. My name is Christine and I will be the operator for today’s call. [Operator Instructions] Please note that this conference is being recorded. I will now turn the call over to Blake Holcomb. You may begin.
Blake Holcomb:
Thanks, Christine and good morning, everyone and welcome to the Frank’s International conference call to discuss the third quarter 2017 earnings. I am Blake Holcomb, Director of Investor Relations and Commutations. Joining me today on the call are Mike Kearney, Chairman and President and Chief Executive Officer and Kyle McClure, Senior Vice President and Chief Financial Officer. As Mike has served in the Chief Executive role for only a little over a month, we also have B.J. Latiolais, Executive Vice President of Operations and Scott McCurdy, President of Blackhawk Specialty Tools, to provide color and answer operational questions during the Q&A portion of today’s call. Our presentation has been posted on our website and we will refer to it throughout this call. If you would like to view this presentation, please go to the Investors section of our website at franksinternational.com. Before we begin commenting on our Q3 results, there are a few legal items that we would like to cover beginning on Page 3. First, remarks and answers to questions by company representatives on today’s call may refer to or contain forward-looking statements. Such remarks or answers are subject to risks and uncertainties that could cause the actual results to differ materially from those expressed or implied by such statements. Such statements speak only as of today’s date or if different, as of the date specified. The company assumes no responsibility to update any forward-looking statements as of any future date. The company has included in its SEC filings, cautionary language identifying important factors that could cause the actual results to be materially different from those set forth in any forward-looking statements. A more complete discussion of these risks is included in the company’s SEC filings, which maybe accessed on the SEC’s website or on our website at franksinternational.com. There, you may also access both the third quarter earnings press release and a replay of this call. Frank’s International uses its website as a channel for distribution of material company information. Such information is routinely posted and accessible in the Investor Relations section. Please note that any non-GAAP financial measures discussed during this call are defined and reconciled to the most directly comparable GAAP financial measure in the third quarter of 2017 earnings release, which was issued by the company earlier today. I will now turn the call over to Mike for his comments.
Mike Kearney:
Thanks, Blake. Before we get to the quarterly results, I would like you to know about how excited I am to be an employee of Frank’s and helping lead the way to better results in the future. As many of you know, I joined the Board about 3 months after the Frank’s IPO in the second half of 2013. It was not even a year later when high oil prices and rig counts started to plummet. The past few years have been difficult for our industry and our company. In addition to the macro issues of the downturn, Frank’s has had to manage the internal challenges of transitioning from a private to a public company. So while I have been on the Frank’s board for 4 years, I have only been the CEO for 5 weeks. I am fortunate to have worked or been on the board of some great companies in the oil service sector in addition to Frank’s, including Hydro, Core Laboratories and Fairmont Santrol. I have learned a lot by being a part of successful management teams and serving on the boards of successful companies. Of course, I brought those experiences with me to Frank’s. These experiences include not only the good times, but times of challenge as well. But we’re now turning to the future. No more rearview mirror. We’re looking through the windshield, and I see a great future for Frank’s. So why the optimism? From a macro standpoint, I believe we have not only hit bottom as an industry, but we’re starting to move ahead in certain markets. But my real excitement has to do with Frank’s as a company. Let me give you a few examples. First and foremost, Frank’s has great employees. Employees love working at Frank’s and many would never consider working anywhere else. We have some employees that are second-generation and even third-generation Frank’s employees. These are employees that have made personal sacrifices for the good of the company, such as working crazy shifts on rigs in some places that are not so pleasant, not exactly like staying at the Four Seasons. Our employees would walk through brick walls in support of their fellow employees and to make sure the customer is taken care of. Second, we’re the undisputed leader in tubular running services. We have the best technology and tools to handle the toughest jobs. We have 186 patents in the U.S. either issued or pending. Outside the U.S., we have 335 patents either issued or pending. I am not sure everyone truly understands our technological edge. We may not have the largest market share in every market around the world, but we are the leader in safety, technology and customer service. Next, we have one of the strongest balance sheets in the industry with almost $300 million in cash and equivalents with no debt. This gives us the financial flexibility we need to grow the business. We have an amazing array of tubular running tools, and that portfolio continues to grow. Additionally, we are expanding our offering of drilling tools as well as Blackhawks well construction and well intervention products and services. So what’s my vision for Frank’s? I’m insisting on a renewed focus on employees. I want to make sure we enable our employees. So what do I mean by enable? Enabling means many things but it starts with providing a safe working environment. Frank’s has always put safety first, but our goal is 0 incidents. We’ve made great strides over the last 12 months, and that has been off of a really good baseline, enabling also means having fair pay and good benefits. It means training and cross-training, creating career tracks and upward mobility. We need to grow our own by hiring the best, providing great training, having succession planning and providing for upward mobility. Employees that are enabled can then be expected to think like owners. This is a simple but powerful concept. Make those decisions and come up with those ideas that you would make if you owned a 100% of Frank’s. A former boss of mine used to tell employees, don’t check your brains at the door. That’s what I am talking about. Think and make suggestions for improvement. All companies have profit leaks. And by engaging all the employees to think like owners, we can plug those leaks. Another thing that relates to employees is accountability. I will name names here. I was on the board of Core Laboratories for over 10 years, and they have a great system of accountability. Their division presidents have all the tools and staff they need to be successful, but they are totally accountable for their results. No big corporate support functions. The support is pushed into the field operations and those managers are accountable. Frank’s does not have all the specific systems I would like to see at this point to have full accountability, but we will get there. Now I’d like to address past performance. Depending on which timeframe you choose, as I look back on our results over the last year or two, we have consistently been a third or fourth quartile performer in terms of total shareholder return. This is totally unacceptable. I’m not happy with these results. The board is not happy. Our shareholders are not happy. And our employees are not happy. One of the most important takeaways for you to hear is, our shareholders expect a good return and we are not giving it to them. We must grow the top line as well as the bottom line. Remember those strengths I mentioned at the beginning of my talk today, great employees, great technology and a great balance sheet. We will use these strengths to excel and deliver total shareholder returns we can all be proud of. So how will we create value for shareholders going forward? I am leading the development of a new strategic focus, which will significantly improve our productivity, revenue growth and profitability over time. We are going to become an agile, strategy-focused organization with strategic thinking as continuously embedded in everything we do. Our strategy will be understood and owned by every employee. In order to increase our shareholder return, we are developing five strategic themes. First, we will develop people. I’ve already talked about enabling employees and filling in from the bottom with high potential people. Frank’s has long been known as the place to work in oil service. The downturn may have temporarily put a damper on that feeling, but we want to return to being the envy of the industry. Second, we will remain and even go further in terms of being a technological leader. We will continue to work on step change technology developments by listening to our customers. This has traditionally been true for TRS, but with Blackhawk, we now have an additional avenue for technological superiority. We will introduce new and innovative products and services that provide comprehensive solutions to our customers, solutions that extend our time on the rig and enable our customers to drill and complete wells faster, safer and cheaper. Third, we will utilize best practices of leadership and financial management. We will have accountability in everything we do. Our ability to forecast the business, allocate capital wisely and yield great financial results will be a priority. Fourth, we want to grow profitable revenue. Profitability analysis will be a part of everything we do from the beginning to the end of any business transaction. We will know profitability by customer, country and region and understand the why. Lastly, we will focus on being a productive organization, the pillars of which are being agile, efficient and effective. Agile means we can pivot with market changes and be the first in line with the best solutions for our customers. Efficient means we’ll use assets productively and plug profit leaks. Effective means our customers pick us because we safely deliver a superior product or service in the right place, at the right time, at a price they believe represents great value and where Frank’s can make an impressive return for our shareholders. Let me emphasize we’re in the very early stages of planning specific initiatives. The initiatives we choose to pursue will be prioritized based on revenue and cost impact, time horizon to implement and investment required. After 5 weeks, I am clearly not in a position to elaborate on details. However, over the next 3 to 6 months, these initiatives will be fleshed out and launched. Going forward, I will update you on our progress in executing these strategic initiatives. So now, let’s move on to the highlights from the third quarter on Slide 5. Frank’s saw a return to positive free cash flow for the first time since the second quarter of 2016. The $37 million of free cash flow was driven by internal improvements in the collection of receivables, tax management and a little over $8 million in the sale of nonessential assets, including aircraft and facilities abroad. I’m very pleased with our team for their efforts in achieving this positive step towards a path of delivering sustained positive cash flow in the future. In a downturn, cash is king and allows us the financial flexibility to take advantage of growth opportunities down the road. We also had continued improvement in our U.S. Services Land business with revenue up sequentially 11% compared to a 6% increase in rig count. During the first 9 months of this year compared to the first 9 months of 2016, we have seen revenue increase 46% in this business. Even though the land rig count has begun to see some declines in the fourth quarter, we still expect revenue growth in the U.S. Land due to the up-sell of our technology. Another positive development in the quarter was the improved margins we saw in the International and Blackhawk segments despite revenue being flat in International and slightly down in Blackhawk. The increases can be attributed to the hard work of our teams to control costs as well as some improved business mix to more profitable work in selected markets. Finally, I’d like to highlight the first successful commercial run of our new VersaFlo drill pipe and casing flowback and circulation tool. This novel solution for fluid recovery during the running of casing and landing strings will help our customers save valuable rig time and improve safety by eliminating the need for multiple tools. The customer response to this innovation has been very encouraging and we are already set for more successful runs of this tool in the fourth quarter and into 2018. The VersaFlo is the latest addition to our growing tools division. This, as well as other new tools, will lead us to improved revenue per rig as the features and benefits are realized by more customers. Additionally, I want to call attention to the work of our technology and engineering team for their ingenuity and dedication in putting the needs of the customer first. Another example is the reengineering of our vertical pipe handling suspension system to meet some site-specific conditions. This allowed the customer to implement their specific well design that called for a 30-inch conductor casing string offshore Canada. These are the types of innovations and service delivery successes we are regularly providing to customers. We take great pride in these accomplishments and are confident that our commitment to value-added technology and engineering reinforce our reputation as a trusted provider of well construction and well intervention products and services. With that, I will turn the call over to Kyle to give more detail on the third quarter financial results. Kyle?
Kyle McClure:
Thanks Mike. Before I get started on my prepared commentary, I want to address the announcement we made this morning that we are suspending our dividend indefinitely. Our top priority remains to grow the company’s earnings and cash flows. And to do this, we will need capital. The company has suspended the dividend in favor of dedicating our capital resources first to organic growth opportunities and to potential acquisitions. Given the current environment and outlook, we believe that investing in our people, technology, new product offerings and other growth vehicles are the best use of capital at this time. Frank’s has always prided itself on having one of the strongest balance sheets in the industry, and we intend to keep it that way. We are positioning ourselves to deliver sustained earnings and cash flow growth beyond this portion of the cycle and believe suspending the dividend will allow us to do so. Turning to Slide 7, I will discuss some of what we saw during the quarter in the offshore market. Also to note, any market share or financial comparisons in my commentary will be for third quarter 2017 versus second quarter 2017. Overall, market share was mostly flat as we saw offshore rig activity decreases for the first time this year. As expected, the Gulf of Mexico softening continued to weigh on our offshore TRS business. But with the addition of recently awarded work, which is scheduled to start during the fourth quarter and on to 2018, we expect to see meaningful improvement in share and revenue despite a decline in available rigs. In the Middle East, we began to see momentum build as revenue rose 8%. Share gains and improved profitability from more complex shelf work drove the sequential increase. Revenues in Africa fell 6% as some work was completed and other work was delayed for later in the quarter. Work in Europe held steady and Asia-Pacific made up for some share loss with improved work mix and lower costs. Turning to the quarterly financials results on Slide 8, revenues for Q3 came in lower than we expected due to substantial tubular orders being pushed into Q4 and lower than anticipated international and well intervention revenue. Globally, our core TRS business that was down less than 1%, primarily driven by declines in the Gulf of Mexico market as customers mobilized rigs to other markets during the quarter. The International segment was up slightly as gains in the Middle East were partially offset by delays in completion of work in Africa. The Blackhawk segment revenue fell slightly as rig schedule changes reduced rental revenue offshore and onshore product orders were pushed out into Q4. The U.S. Services segment revenue was also down slightly as improved onshore revenue could not overcome offshore declines. Adjusted EBITDA fell roughly to $2 million, driven primarily by falling revenues from businesses closely correlated to the U.S. Gulf of Mexico. Decremental margins were 18% in the quarter, margin improvement internationally in U.S. Land and at Blackhawk helped to mitigate some but not all of the declines in the U.S. offshore and tubular businesses. Continuing to cash flow, we saw $32 million in cash flow from operations, which was a $30 million improvement from Q2. This was attributed to improvements in collections and a tax refund from the 2016 IRS return. Free cash flow was up $38 million sequentially as nonessential asset sales of more than $8 million boosted cash flow. The stronger cash flows allowed us in the quarter with $294 million in cash and short-term investments. We now have some investments which have maturities of greater than 3 months, but less than 12 months and therefore have classified differently on the balance sheet. CapEx for the quarter was around $3 million, but we expect this number to increase materially in the fourth quarter as we complete some facility and equipment spending leading into 2018. In breaking down our segments, we will first look at International Services on Slide 9. International Services revenue in the third quarter was flat at roughly $54 million. The results were primarily driven by work delays in Africa and revenue declines in Latin America. These declines were offset by improved share, revenue and profitability in the Middle East and strong results in our Canada business. Overall, we continue to see ups and downs across the International segment. We are expecting to see some improvements heading into 2018, but lower pricing of some existing higher margin work in Europe will drive revenues lower into the fourth quarter. Adjusted EBITDA for International Services in the fourth quarter was $11 million or just over 20% margins. The improvement in margins can be attributed to technology up-sell on work in Canada and an above-the-line tax benefit in Latin America. Moving to U.S. Services on Slide 10. Third quarter revenue decreased 3% to around $29 million. As was the case in Q2, a majority of the decline was in the U.S. offshore business as revenues fell 13% to just under $15 million. Revenue was lower in the quarter due to lower pricing on legacy work and the mobilizing of rigs out of the market. The U.S. Land business again saw continued improvement with revenues rising 11% compared to a 6% increase in rig count. Though the market in the fourth quarter appears to be cooling down, we expect to see this business continue to show improvement the remainder of the year. Adjusted EBITDA for U.S. Services in the third quarter was a loss of $11 million. The decline in revenue and adjusted EBITDA can be attributed to lower activity in higher margin offshore work in the Gulf of Mexico and roughly $1 million in higher corporate costs relating to information technology projects. Slide 11 shows our Tubular segment performance. Revenue in the third quarter was roughly $8 million or down about 50%. Due to customers delaying delivery of Tubular orders, we saw a material decline in the revenues of this business segment. As you are aware, the segment tends to be tied closely to Gulf of Mexico activity and can also be lumpy due to the timing of deliveries. Also revenue in this segment cannot be recognized until final delivery even on products held at our facility that we have completed fabrication or received the payment. Some of these delayed orders have since been delivered and we would expect to see this segment bounce back in the fourth quarter. Adjusted EBITDA for Tubular sales in the third quarter was a loss of $1 million, down $2 million as lower manufacturing expense could not offset for the loss of revenue related to delayed deliveries. As a reminder, our entire manufacturing cost sits in this segment. Wrapping up the segments with Blackhawk on Slide 12, total revenue for Blackhawk was down slightly to just below $18 million. The lower revenues were largely a result of customer rig schedule changes, delays in onshore cementing product orders and lower international activity. On the positive side, we saw an excess of $1 million increase in the offshore products sales, and the Gulf of Mexico well intervention business did see an increase in activity due to multiple hurricanes during the quarter. We do expect to see onshore products resume growth in the fourth quarter as new orders have picked up and we recently started a new project internationally in Africa as well as a few other international awards that should help boost our revenues. Adjusted EBITDA improved to $3.5 million or roughly 20% of revenue in the quarter despite the decline in revenues. Margins improved as a result of the realized lower costs from ongoing cost initiatives. I will now turn the call back over to Mike for some final comments before we open the call to Q&A.
Mike Kearney:
Thanks, Kyle. This week marks the one year anniversary of the closing of the Blackhawk acquisition. We have made significant progress during that time in terms of integrating our offerings and deploying new technology. Our customers are now benefiting from safer operations, improved well integrity and overall project efficiency. Additionally, we have achieved cost synergies as a result of consolidating many of our back-office functions and programs. The award winning SKYHOOK cement line make up tool continues to have success offshore, and we’re in the process of allocating capital to build more units to satisfy demand. Our new Blackhawk products, set for commercialization by year end, will fit nicely into our growing portfolio. The Blackhawk and TRS teams are collaborating to find new opportunities, which will increase our revenue per rig. We are starting to see some synergistic revenue opportunities in the Gulf of Mexico in both U.S. and Mexican waters as well as the U.S. onshore market. We are making good progress in modifying our equipment to meet the customer specifications in new international markets in 2018 and have already seen some upcoming work materialize in Canada, Africa and the Middle East. With diligent effort, we will be able to fully realize the international opportunities with our Blackhawk product offering. The combination of the Frank’s and Blackhawk products and services will provide a solid platform for growth in the coming years. Our mission is to provide our customers with tailored solutions and technology that add value to their projects. This will help us deepen relationships with current customers and open the door to new customers around the globe. Let me conclude our prepared remarks on Slide 13 by giving some commentary on the market as we head toward the end of 2017. First, we expect the U.S. Gulf of Mexico to see improvement in revenue and share over the next few quarters as previously announced customer projects ramp up. Second, the U.S. onshore market remains an area of growth despite the recent pullback in the rig count and we expect this to continue, albeit at a slower pace in Q4. International revenue growth is being hindered by pricing impacts and work being pushed into 2018. Lastly, we believe we are on track to meet our goal of free cash flow breakeven for 2017. Like many of our peers, we are monitoring our customers’ exploration and production plans for 2018. At this time, it’s difficult for us to provide much color on what to expect for next year. As we begin to develop and deploy our strategic initiatives, we will have better visibility as to what we can expect in 2018. In due course, we will offer more specific direction on our outlook. We will now open up the call for questions.
Operator:
Thank you. [Operator Instructions] Our first question comes from Ian MacPherson from Simmons. Please go ahead.
Ian MacPherson:
Thanks. Good morning. Mike, I appreciate you kind of jumping in here with very little time on your belt and in your seat and look forward to hearing more with regard to your vision and targets in the coming quarters. One thing that still jumps out to me is that through the course of the downturn, there has been – it’s not as if there has not been concerted efforts at cost reductions, there has been. But over the past 7 quarters, 2016 and this year, year-to-date, Frank’s SG&A expense is running at about 42% to 43% of revenues and your peers are in the same cycle but they are in 10% to 15%. You mentioned Core Labs, anyone’s ideal benchmark for performance they are at 7% of revenues for G&A. And that’s an obvious area for analysts to look at and say, what more can Frank’s do with regard to bridging the gap with margins irrespective of how much growth, top line growth ‘18 may or may not bring? Is that something that you plan to look at as an area of target setting when we convene next time?
Mike Kearney:
Yes, yes. Ian, that’s a great question. One of the things I was trying to differentiate in terms of Core Laboratories, having been on the board and knowing their numbers quite well. They are not organized exactly like we are because they have some very unique and distinct products. So they are able to push engineering, QHSE and things like that, down into the division. So there is a little bit of a mismatch in terms of how we present our financials now versus how say at Core Laboratories or some other companies do that. So we’ve got things, accounting-wise, in corporate that we really need to push into the operating divisions, not only from an accounting and accountability standpoint, but in some cases, from an actual management and reporting structure standpoint. But I will let Kyle pick up on that.
Kyle McClure:
Yes. So, Ian, in that line item, SG&A, you have got multitudes of different departments. As you think about organizationally, we are kind of a mix of a matrix organization on one hand then we have got sort of a stand-alone business for Blackhawk. And so historically, this SG&A number, which was sort of newly published this year, did kind of push more costs up into cost of goods. It’s just a combination of odds and ends that really aren’t truly just sort of corporate. We have done the sort of the pro forma at the back of the envelope what is truly corporate. And I think we are pretty in line with what you – the peers you had mentioned. We have got a lot of work internally to do, as kind as Mike sort of mentioned in his accountability discussion to get those costs under the right ownership, so we can really drive the accountability there. We have done a lot of cost reductions over the last couple of years as everyone has done. There is – is there room for more? As Mike and I go through this here and sort of splitting out the P&Ls and getting more accountability, we’ll see. But right now, I think if you’re looking at just that number, it’s a little bit misleading.
Mike Kearney:
Yes. But to answer your question directly, yes, we need to be more efficient, which will reduce our cost. I mean, our cost structure is still too high, no doubt about it. And as we go through these strategic initiatives, which will be very specific action-oriented programs with leaders that have accountability, we’ll make improvements. So I’m all into accountability, specificity, people being accountable, time lines, deliverables. So we’ll get there. But it’s just trying to be much more specific in our goal setting and our follow up.
Ian MacPherson:
Yes, understood. Well, thanks for that description. Kyle, if I can get one more follow-up for you. I think you give in your guidance there towards the end you flagged pricing and deferrals enduring your international outlook near-term. I presume that means fourth quarter revenue is probably expected to be down sequentially. If you could maybe put any more color around that? And then any help in thinking about what the margin impact could be as well for international in Q4?
Kyle McClure:
You bet. You bet, Ian. So internationally, sort of a mixed bag going into Q4, we’ve had a couple of large customers just sort of reset pricing on us in various parts of the world that will likely push both revenues and margins down into Q4. And I would think, just sort of on a sequential basis, probably going to mid single-digit range, somewhere in there and then the margins will likely kind of come down in that like-for-like basis there.
Ian MacPherson:
That’s helpful. Hey, thank you guys.
Mike Kearney:
Thanks, Ian.
Kyle McClure:
Thank you.
Operator:
Thank you. Our next question comes from Michael LaMotte from Guggenheim. Please go ahead.
Michael LaMotte:
Hey, guys. It’s Michael LaMotte at Guggenheim. I just want to make sure I understand what’s going on at Blackhawk. It sounds like the revenue decline in the third quarter was really more just noise, project lumpiness that will be made up in Q4. I just want to make sure that there is really nothing more going on there in terms of sales or product?
Scott McCurdy:
Sure. Michael, this is Scott McCurdy.
Mike Kearney:
Scott has got a little bit of a sinus problem going on, so excuse the hoarseness.
Michael LaMotte:
Sorry, Scott.
Scott McCurdy:
No worries. We have – somewhat similar to the Tubular’s business, we have some large product sales in our business that can cause some lumpiness depending on when they are awarded and when they are delivered. And so we had just kind of low quarter in the third quarter for deliveries. And we have already got some backlog to help us have visibility to that increasing in the fourth quarter. We also did have a number of rigs that went to completion, had some schedule changes on land and some contracts that rolled off while some others rolled on in international markets. So I think Kyle’s statement is correct. There is not a larger issue there. It’s just the combination of issues that kind of hit us in the quarter.
Michael LaMotte:
Okay. And it sounds like the comments on the margin side being from cost-cutting, is Q3 margin a good run-rate for that business to think about now or there are pricing pressures as you are seeing in some of the services lines that we should think about?
Scott McCurdy:
I would say there is– I mean there is continued pricing pressures for sure, but I think that our margins will largely be determined by, obviously, revenue levels, but then the split of current rentals versus products, our business is a little more product-centric and so where we have been running in currently high teens, low 20s, I think that will continue and just be a little bit dependent on what the mix is for that quarter.
Michael LaMotte:
Okay, good enough. Kyle, if I could shoot one quickly for you. The tax benefit you mentioned in Latin America, what was the margin impact of that on the International segment?
Kyle McClure:
I think it was a $2 million impact during the quarter. I don’t have the margin number off the top of my head, but I think it was roughly $2 million on that line.
Michael LaMotte:
Okay, okay. And then Mike, I am curious you worked for some pretty large companies globally and we have seen some of the bigger ones shift capital away from larger, longer cycle projects internationally to U.S. onshore. I am wondering with the brand that Frank’s has globally, are you seeing that business mix shift or are you sort of going with the same customers as they move their capital on to U.S. onshore?
Mike Kearney:
Yes. I think basically, that’s the strategy. You listen to some of the conference calls of some of the both operators and service companies. Their people tend to go where the money is and there is a big wallet for the land business. So I think people, companies and managements are trying to see what they can harvest in the land business and we are certainly doing the same thing. We are trying to get better and more efficient and really push on the land business. We have got some good opportunities there. And as we look at new products and services, we are definitely I think looking a little bit more towards the land right now than the offshore, because that’s where the action is.
Michael LaMotte:
And in terms of getting the margins up in the onshore business, is that just going to be an issue of volume or do we really need pricing to come back in 2018?
Mike Kearney:
I will let B.J. take a crack at that and then I may offer a comment. Go ahead, B.J.
B.J. Latiolais:
Yes, it’s a mixture of both, but the pricing is definitely coming back ever so slightly and that’s more of a mix of better technologies being accepted by the clients.
Michael LaMotte:
As opposed to both price. Okay thanks guys. I appreciate the time. I will turn it back.
Operator:
Thank you. [Operator Instructions] Our next question comes from David Anderson from Barclays. Please go ahead.
David Anderson:
Thanks. Good morning. So Mike, I understand that you are disappointed at Frank’s share price, but you are obviously highly levered offshore, so it’s a big part of it, but you are also the third CEO here in the last 12 months. So that clearly doesn’t help the story either. So perhaps you could address the change that happened here. My understanding is that Doug’s strategic vision didn’t match up with the board. You have been on the board for a while. You were part of this decision. So perhaps, you could just start with talking about that disconnect like what happened there that necessitated this change?
Mike Kearney:
That’s a good question. We are certainly not going to get into a lot of details on that, but I think what Doug was – first of all, I have got to say, Douglas is really smart guy. He knows the industry very well, great family guy. He has two boys. So we wish him well. But culturally, it just wasn’t a great fit. And I really don’t want to say anything other than that, but there is no salacious back story here. It’s just it wasn’t a good fit. So the board took action and asked me to step in. And I agreed to do that. So as I said, we wish Douglas well, but I want to focus on the future. And I am just really excited about the opportunities I see.
David Anderson:
So, you would kind of started – talked about your new strategic focus. Obviously, this is sort of the beginnings of something broader that you try and put it. I was just noting that. The second thing you had mentioned there was being a technology leader. How does onshore really fit in there, because onshore tubular running services seems highly commoditized. You talked about some pricing picking up there but – and maybe some technology. I don’t quite see it out there. You just have neighbors now bought – buy Tesco, they are now getting it to integrate that into their drilling business. Just trying to understand a little bit better how North America fits in that technology element there of your strategy?
Mike Kearney:
Yes, I will let both B.J. and Scott offer their opinions that if I have something else to add, I’ll do that. So B.J., you want to talk a little bit about the commoditization of U.S.?
B.J. Latiolais:
Right. So in some of your comments, the TRS section of your comments are correct. However, Frank’s is not just a TRS company. We have drilling tools. We have other technologies that allow us to be on the rigs 24/7. You will be seeing more of those technologies rolled out in the near future. So we are not only going to be in the TRS section of the land business, we are going to be on the drilling side, the completion side, so from what I would like to call, project 24/7, so more technologies will be rolled out from Frank’s engineering teams that will allow us to cover a much broader sector of the market than just TRS.
Kyle McClure:
Yes. And Scott can add that we are looking at some of the Blackhawk tools in terms of being able to size those and make them attractive for a land application.
Scott McCurdy:
I think that’s right. We have a pretty strong land business as well. And I think there are – well, the market is tough. And there are still opportunities if you can differentiate with quality and safety and better reliability on products. And that’s why I think new technology can still play a factor and help margins in that market.
David Anderson:
Okay, thank you.
Mike Kearney:
Sure.
Operator:
Thank you. Our next question comes from Chase Mulvehill from Wolfe Research. Please go ahead.
Chase Mulvehill:
Hey, good morning.
Mike Kearney:
Good morning, Chase.
Chase Mulvehill:
I guess first I wanted to ask about kind of the competitive landscape on the international side. You obviously highlighted some pricing, some of these contracts rollover. One of your larger competitors highlighted some real nice kind of share gains in their press release and in their conference call. So maybe if you could talk to that little bit? And possibly, if you’re at a disadvantage when you think about your competitors bundling and packaging other services together? And if you see that happening out in the international market, what services are they packaging together? I mean, I know one of your competitors is talking about MTD, but anything else?
B.J. Latiolais:
Yes. Well, our competitors have bundling capabilities but so do we. We also align ourselves very closely with a lot of the IPM providers. We also work with other major service providers to do bundling services to compete in these international markets. We also, as our competitors, have made significant share gains in underrepresented markets since 2017. Now we are consolidating those gains into making sure we targeted at these gains with the right technologies and be able to up-sell our technologies into the more complex wells and shelf and more complex land wells.
Chase Mulvehill:
Okay, alright. Moving on to the Gulf of Mexico, I don’t know if you all could provide us kind of a line of sight in the Gulf of Mexico relative to 4Q in 2018. I know you said that you expect it to grow. And I think if I remember correctly, there were 6 new rigs that were coming into the Gulf of Mexico that you were going to be on. So maybe just kind of provide some color around top line and margin as we get into 4Q and into 2018?
B.J. Latiolais:
Yes. So I will speak – it’s not 6 new rigs. It’s 6 rigs we took from one of our competitors and gained market share. The way these wells work is as the well finishes, we go on and move on to the rig. We have just moved on to our first one with – and as the wells get completed, we will move on to more and more of the rigs through Q4 and in the beginning of Q1 of ‘18. We should be fully mobilized by March of ‘18. I’ll let Kyle comment on the margins.
Kyle McClure:
Yes, so both top line, bottom line. I think we will see some increase sequentially going into Q4 on top line just depending on rig schedules when things sort of come online during the quarter. Bottom line, we will kind of see that a little bit flattish in the quarter as well for that particular market as pricing there is – lot of the existing contracts we have, have been re-priced. Pricing in that market is so competitive right now that margin there, albeit still at the field level, is still pretty decent, is extremely challenged right now. So we will likely start to see the top line pick up, the bottom line is going to be a little bit slower to go with it.
Chase Mulvehill:
Okay. And those 6 new incremental rigs, was Blackhawk on those rigs?
Scott McCurdy:
Blackhawk is on one of those rigs right now, but this award did not include the Blackhawk services.
Chase Mulvehill:
Okay. That I guess it’s obviously an opportunity as we get into 2018 and ‘19 on these rigs. Okay, I will turn it back over. Thank you.
Mike Kearney:
Thanks.
Operator:
Thank you. Our next question comes from Igor Levi from Morgan Stanley. Please go ahead.
Igor Levi:
Good morning.
Mike Kearney:
Good morning.
Igor Levi:
Could you talk a little bit more about tendering activity and how competitive are the bids today versus the first say half of the year?
Scott McCurdy:
Yes. We are not seeing much difference from the bids today to the first half of the year of ‘17. We are seeing it’s pretty much stabilizing though. We are seeing some stabilization in the rates in the current offerings. But depending on what markets you are going into, obviously, depends on the complexity and the competitions’ willingness to either lower prices or sustain current price levels.
Igor Levi:
And where would you say current pricing is relative to prior peak levels?
Kyle McClure:
Oh gosh. Prior peak levels, we are probably down a third /3 from prior peak, if not a little bit more than that and it’s – B.J. probably has a little bit more insight to that, but I would just say it’s roughly around a third.
Igor Levi:
Okay, great. Thanks. I will turn it over.
Operator:
Thank you. Our next question comes from Sean Meakim from JPMorgan. Please go ahead.
Sean Meakim:
Thanks. Good morning. I was hoping just to maybe clarify a little bit more on the pricing dynamics. So, you were saying – I think earlier you referenced seeing improvement ever so slightly. Was that specific to U.S. onshore or offshore? And I guess the broader question is kind of following up on some of the other lines of thinking is, can you give us a sense of how much of a delta you would say there is in terms of your average pricing versus spot rates and how much of your fleet would you say still has to rollover to spot rates?
B.J. Latiolais:
That’s a lot of – I guess the easiest answer here is that by offering the quality service and to selecting the type of clients that we are working for mainly on the U.S. Land operations and being more specific as far as the complexity of the wells we are currently targeting, we are able to offer more of our complex technologies and more of our offerings that give a better return on our capital invested.
Sean Meakim:
So the onshore – so the question on ever so slight improvement in pricing is really an onshore specific, a U.S. onshore specific comment, is that what you saying?
B.J. Latiolais:
Yes.
Sean Meakim:
And then through your technology, you can definitely up-sell and if we get – on that better pricing. Okay, so that makes sense. That’s totally fair. I guess so then thinking about the offshore fleet then, maybe my other question was better directed there. Could you give us a sense of the gap between the average pricing you are experiencing now for your average crew on a rig versus spot rates and how much of your fleet still has to rollover to spot?
B.J. Latiolais:
Yes. It’s not so much the rollover of the fleet as a lot of our legacy contracts are starting to roll off and we are seeing some of the newer contract pricing take effect. Obviously, we are adjusting with the markets as is everyone else with crew levels and what have you and that’s an ongoing exercise that we are currently offering technologies to either reduce crew levels or offer higher capacity – or capabilities of the crew, I should say.
Mike Kearney:
Yes. So the bottom line is, as these contracts reset, make no mistake about it, the pricing is tougher. And so with tools like the VersaFlo and other tools, we’re actually trying to get our margin, keep it at least the same, if not increase, even in sort of a macro pricing decline. So we’re running really fast to try to keep the margins where they are in spite of offshore some pricing softness. So that’s the name of the game we are pursuing.
Sean Meakim:
Okay. Thank you for clarifying. And I guess maybe for Kyle, just a question on the dividend suspension, I think is there anything else we can read into the decision with respect to progress on the M&A front or anything else in terms of capital allocation or is it more a function of just trying to align yourself with where you see free cash near term?
Kyle McClure:
Yes. I think it’s more the second one there, Sean, as we think about. We want to be in a position long-term to obviously take advantage of anything in the market M&A-related. But where we sit right now, we have a $70 million a year burn on the dividend and we are breakeven on free cash flow this year, right. So, we look at it like, hey, we have still got a great balance sheet, let’s hang on to it. And to the extent opportunities come along, we will deploy it as we see fit, but it’s nothing more than hey, we have got a $70 million a year burn on dividend. We can’t afford that forever. And as we sort of wind our way out of the cycle here, we want to have the cash to support the growth that we’re going to be looking at. So as I always hear, it’s not the downturn that gets you, it’s the upswing that gets you because you don’t have the CapEx and the working capital to fund.
Mike Kearney:
And we are looking at some specific transactions right now. I mean, there is always deals in the market. There is three or four we have on our plate right now. I don’t want to give any anticipation of an imminent deal, but we need to move away from just a TRS company. In addition to add on, all those other tools that are related to TRS, we’ve got Blackhawk. Blackhawk buys some things out that are included in packages. Maybe we can either develop some of those products or make some targeted fill-in acquisitions. So I am excited about the opportunity to deploy capital and some of that will be internal for organic growth, but clearly, we are going to look outside as well.
Sean Meakim:
Great. That was my feedback.
Operator:
Thank you. Our next question comes from Kurt Hallead from RBC. Please go ahead.
Kurt Hallead:
Hey, good morning or good afternoon and I guess going on somewhere in between those things. Some familiar names out there, Scott McCurdy one of them, how are you doing, Scott?
Scott McCurdy:
Great, Kurt. Nice to hear your voice again.
Mike Kearney:
I remember Kurt from the Hydro IPO and all the trouble he gave me.
Kurt Hallead:
Indeed, Mike, I was not overlooking you, Mike, by any stretch.
Mike Kearney:
No, I know.
Kurt Hallead:
No doubt. Well, look, I think obviously any transition it’s going to come with some challenges for sure in this dynamic, you are coming off a cycle bottom, you have identified what your priorities are I think pretty clearly. I guess Mike, in your view or your sense when do you think at the earliest we can start seeing the benefits of this strategy that you outlined? And just say in a static market environment, when can some of the internal dynamics that you are driving, when do you think we will start to see those?
Mike Kearney:
We are starting to define different specific projects right now. I certainly wouldn’t make any promises for Q4, but I am hoping we can find some things that we can accomplish in the first quarter that will start to have some minor impact. And I don’t want to call Frank’s a turnaround story because the whole market’s been hit very hard. And I also don’t want to put a time line out there that frightens people. But when I think of a turnaround and Frank’s isn’t a turnaround, when I think of implementing things that can really take a company to peak performance, it’s roughly a 2-year time period. So I don’t want to scare everybody by saying, gee, it’s going to be 2020 or 2019 before we see improvements. They will be starting immediately, but there is a lot of things we can do. One of the things Kyle and I have talked about is do we need a really strong ERP system worldwide where we can really manage our assets very, very tightly. If we have too many assets in one region and not enough in another, the last thing we would want to do is spend capital to buy or build tools. So by having a world class ERP system, clearly that would help us. The question is what’s the cost benefit? So there is a lot of things out there where you don’t flip a switch on a new ERP system. That’s probably a couple of years of scoping out what you want, buying it, tuning it and implementing it. So, there will be some projects that are longer term and more structural and there will be other things that are much quicker. I know that didn’t give you a lot of clarity, but I feel a real sense of urgency and we have – I have been to this rodeo before and been involved in helping improve company performance. And overall, from kind of where you start to where you end up, can be 2-year horizon, but I would expect continuous improvement all along the way and the cost structure. And I am just so big on accountability, having the operating managers be in control of their own destiny and we are not there yet, but we can get there, absolutely no reason why we can’t get there. And I think those managers are going to want the accountability. They are going to want the resources. They are going to want the control. And then they will be held accountable. So that will make a huge difference. It’s just throughout the company. I wouldn’t call it a lot of low-hanging fruit, but a lot of projects where I just see real opportunity to fine tune the organization.
Kurt Hallead:
Okay, that’s fair enough. You guys did provide some directional guide into your – for fourth quarter. It sounds like the only area where you could have kind of a down financial performance would be in the international market, indications of a strong rebound in tubular, increase in Land and U.S. offshore on your services side of the business and then Blackhawk. So I don’t know if you guys could maybe – I know if you – it’s always dangerous as I think most of you know to leave people like me to my own devices, let my imagination run wild. But what kind of magnitude do you think on aggregate revenue growth that you are looking at in the fourth quarter? Is it kind of 5% to 10% range? Is that how things should shake out, you think?
Kyle McClure:
That’s what I would probably tell you, somewhere in that range there the sort of mid single to high single-digit range. 5% to 10% is probably a good bracket. You have Blackhawk looking to go up in the quarter, Tubulars as well as U.S. Services and International is the only one that we see some a little bit of headwinds there and the re-pricing need some work. I would tell you 5% to 10% is probably a good place to be.
Kurt Hallead:
And then more couple of 100 basis point improvement on EBITDA margins? Does that sound about directionally right?
Kyle McClure:
Well, I wouldn’t get in – the EBITDA margin component for the company right now – I mean, it is a little bit more art than science, but honestly, I mean, it’s as simple as you get a $1 million is a lot of money right now and it moves the EBITDA margins insanely. So I would be remiss to kind of give you a EBITDA margin guidance for the quarter.
Mike Kearney:
And you have the Tubular business, which is fairly lower margin, if we hit that, that’s going to push down the margin, but the gross profit dollars or the margin dollars could go up.
Kyle McClure:
Yes, the mix of this business, if you think about it throughout this year, right as more Blackhawk comes online, as more U.S. Land comes online, is going to be a lower margin profile here in the near-term as deepwater continues to kind of be here near the bottom. So, giving you some EBITDA margin guidance for the quarter I would be a little bit remiss to, but I’d just say that the businesses that are growing the most in the quarter are probably the lower margin profile businesses.
Kurt Hallead:
Alright. I appreciate your commentary. Thanks for that. And I appreciate the commentary as well on priorities of cash and emphasizing growth and then the dynamics between CapEx and M&A you are coming still along a bottom on the market here. We have heard from some other companies over the course of this earnings reporting period that kind of the bid/ask spreads are kind of coming down a bit and it looks like we could be getting closer to a buyers’ market than the sellers’ market. When you think about the opportunity set, would you weight that opportunity set more toward acquisition or more toward internal growth right now?
Mike Kearney:
I would have to say both. We can’t predict exactly what we’re going see around the corner in terms of a possible way to grow the business from an acquisition standpoint. As I said, we are looking at a few interesting things. It’s just I don’t want tie ourselves up with promises that we’ll be 75-25 or 50-50, but we are looking at everything. We have some clear opportunities inside the company to invest capital and grow organically, whether it’s the VersaFlo or whether it’s drill pipe, torque reduction tools, whether it’s Blackhawk modifying some of its tools to meet customer requirements internationally. We have got a lot of really exciting things going on. I mean, kind of the way I think of it is, Frank’s has been sort of a proxy for the offshore rig count. And I don’t want us to just – our performance to float up and down with the offshore rig count. I want us to grow broadly and really be able to create organic and inorganic growth sort of despite what the rig count or the cycle is doing. So that’s kind of my ambition.
Kurt Hallead:
Alright. That’s awesome. I appreciate it. Thanks Mike.
Mike Kearney:
Sure. Nice talking to you again.
Kurt Hallead:
You too, Mike.
Operator:
Thank you. I will now turn the call back over to Mike Kearney for closing comments.
Mike Kearney:
Okay. Well, thanks a lot everyone. As I mentioned, I am extremely excited about being at Frank’s. I see great opportunity as we fill in the product lines and roll Blackhawk out internationally and other things that fit into what we are doing. So I appreciate everyone’s interest. Stay tuned for news in the future as we have subsequent calls and thanks for listening. We appreciate it.
Operator:
Thank you. Ladies and gentlemen, this concludes today’s conference. Thank you for participating. You may now disconnect.
Operator:
Welcome to the Q2 2017 Frank's International NV Earnings Conference Call. My name is John, and I'll be your operator for today's call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session. Please note the conference is being recorded. And now, I'll turn the call over to Blake Holcomb.
Blake Holcomb:
Thanks, John. Good morning, everyone, and welcome to the Frank's International conference call to discuss the second quarter 2017 earnings. I'm Blake Holcomb, Director of Investor Relations and Communications. Joining me today on the call are Douglas Stephens, President and Chief Executive Officer; and Kyle McClure, Senior Vice President and Chief Financial Officer. We have posted a presentation on our website that we'll refer to throughout this call. If you'd like to view this presentation, please go to the Investors section of our website at franksinternational.com. Before we begin commenting on our Q2 2017 results, there are few legal items we'd like to cover beginning on page 3. First, remarks and answers to questions by company representatives on today's call may refer to or contain forward-looking statements. Such remarks or answers are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Such statements speak only as of today's date, or if different as of the date specified. The company assumes no responsibility to update any forward-looking statements as of any future date. The company has included in its SEC filings cautionary language identifying important factors that could cause actual results to be materially different from those set forth in these forward-looking statements. A more complete discussion of these risks is included in the company's SEC filings, which may be accessed from the SEC's website or on our website at franksinternational.com. There, you may also access both the second quarter earnings press release and a replay of this call. Frank's International uses its website as a channel for distribution of material company information. Such information is routinely posted and accessible in the Investor Relations section. Please note, any non-GAAP financial measures discussed in this call are defined and reconciled to the most directly comparable GAAP financial measure in the second quarter 2017 earnings release which was issued by the company earlier today. I will now turn the call over to Douglas for his comments.
Douglas Gray Stephens:
Thank you, Blake, and good morning to everyone on the call. So the second quarter for Frank's International was another step on our path back to an improved and sustainable business based on the actions we've been implementing over the last few quarters. And I'm pleased with the progress we've made in executing our strategy, and we're beginning to see the results of increased activity from our efforts to gain market share. However, as you can see, we are clearly not yet where we need to be. And from the macro perspective, the commodity prices appear to be range-bound in the $40 to $50 per barrel range. And although well economics for some offshore projects are improving, we do not yet see this translate into an overall market rebound. So, in this environment, the base pricing for our services remains under pressure. We continue to combat this pricing pressure by upselling our technology that saves our customers money by reducing rig time and improving the overall integrity of their wells. We're also taking a hard look at our cost structure to be sure we are keeping our expenses under control and eliminating indirect costs that impede the margins and cash flow. That being said, the outlook for our business is improving in the second half of 2017 and on into 2018. We're benefiting from the commencement of international work awarded over the past several quarters, the expansion of Blackhawk, and the upturn in the U.S. onshore market. We're also making progress in improving our cash flow while employing a more disciplined approach to capital programs. But we understand there's more work to do. We've continued to find methods to improve our margins, to protect our strong balance sheet, and improve our profitability. Moving on to page 5, I will comment on the highlights of the second quarter. These highlights correspond to the pillars of our strategy which we've described previously, which are
Kyle F. McClure:
Thanks, Douglas, and good morning to everyone. Before I get started, just a quick note. Any financial or market share comparisons in my prepared commentary will be for second quarter 2017 versus first quarter 2017. Turning to slide 7, I will discuss some of what we saw during the quarter in the offshore market. Overall, market share was up slightly to 18% as we saw rig activity increased for the second consecutive quarter, primarily driven by jack-up rigs. Europe saw the largest increase in share during the quarter as work commenced on seven new rigs. Asia Pacific and the Middle East also saw gains in share and revenues. Revenues in Africa were up over 10% as an improved business mix was realized in the quarter. Latin America and Canada saw small declines in revenue and share, and we successfully completed a couple of projects during the quarter. However, we expect to pick up some work in Brazil later this year and continue to hold 100% of the offshore rigs in Eastern Canada. The U.S. Gulf of Mexico weakened again in the second quarter, as we expected. This continues to be a challenging market in terms of pricing and activity but should begin to level out towards the end of the year and then we should see a pickup from the six rigs recently won. Turning to the quarterly financials on slide 8. Revenues for Q2 came in higher than we expected due to the acceleration of TRS growth internationally. Q2 2017 represents the first time in 10 quarters that core revenues have grown sequentially. Globally, our core TRS business was up 7%, providing further indication that we are having success winning in a mixed market. The International segment saw the most meaningful improvement as significant work scopes came online in the European market during the quarter. The Blackhawk segment also performed well as the U.S. onshore business continued to strengthen and some additional offshore rental work was realized. The U.S. offshore and tubular segments face continued challenges from lower activity in the Gulf of Mexico. Adjusted EBITDA was up roughly $2 million, led by contributions from the International, U.S. onshore, and Blackhawk segments. Incremental margins were 30% in the quarter. This is slightly below where we'd like to be. But as the business mix shifts, the lower-margin regions such as the Middle East and U.S. land and away from higher-margin regions such as the Gulf of Mexico, we will expect this to be the case. Second quarter cash flow from operations was $2 million, which was an $11 million improvement from Q1. This can primarily be attributed to working capital improvements, specifically trade accounts receivable. We are making progress to improve our DSO particularly as more of our revenue is coming from some international markets that have longer terms. Net CapEx for the quarter was around $3 million as we received about $500,000 in proceeds from the sale of assets. We expect that the CapEx likely to turn higher the remainder of the year as we allocate investment dollars to new equipment for work secured and complete the construction of our administration facility in Lafayette. We also plan to see increased proceeds from the sale of other assets which will be additive to our free cash flow in 2017. We expect gross CapEx to be consistent with what we have previously mentioned at roughly $40 million. We also ended the quarter with roughly $275 million in cash on the balance sheet, no debt, as well as access to our untapped $100 million credit facility. In breaking down our segments, we will first look at international services on slide 9. International services revenue in the second quarter increased 15% to nearly $54 million. Excluding slight declines in Latin America and Canada, revenues rose 25%. The increase can be attributed primarily to Europe activity increases. Europe has been a good growth story for Frank's as we have seen increased rig utilization and the ramp-up of TRS and drilling tools work in the quarter that should continue throughout the year. We also experienced double-digit revenue increases in Asia Pacific, the Middle East, and Africa. The changes quarter-to-quarter in the international regions have been a give and take, but the overall direction of the market continues to be positive in terms of increased activity levels and some uptick in tendering. Adjusted EBITDA for international services in the second quarter was $9 million, an incremental margin of just above 50% as we saw good flow-through of deepwater TRS margins. Moving to U.S. services on slide 1, the second quarter revenue decreased 4% to around $30 million. The biggest driver of the decline was the U.S. offshore revenues falling 16% to a little over $16 million. Revenue was lower in the quarter due to a reduction in activity and some resetting of pricing on legacy work. The U.S. land business again saw meaningful improvement, with revenues tracking overall rig count of roughly 20%. Adjusted EBITDA for U.S. services in the second was a loss of $9 million. The decline in revenue and adjusted EBITDA can be attributed to lower activity and higher-margin offshore work in the Gulf of Mexico. As previously mentioned, our global support and corporate overhead costs sit in this segment which was flat at $25 million in the quarter. Slide 11 shows our Tubular segment performance. Revenue in the second quarter was $16 million, down 5%. Adjusted EBITDA for Tubular sales in the second quarter was $0.8 million, down from $2.3 million as manufacturing expenses which are housed in this segment, rose by about $1 million. The majority of our Tubular revenue generated in the Gulf of Mexico, as we have previously stated, remain soft. We are targeting some opportunities abroad that could improve results as they tend to be larger in size and scope, but more broadly we would expect this segment to decline further in the second half of the year. Wrapping up the segments with Blackhawk on slide 12, total revenue for Blackhawk was $18 million, up 12%. U.S. onshore revenues continue to climb from record product sales in the Permian Basin despite a slight delay in the launch of our new frac plug, which is expected later this year. We also saw improvement in the offshore well intervention rentals business. Additionally, we achieved our first major international synergy with the TRS business in offshore Mexico. Adjusted EBITDA increased by nearly $2 million as the business mix shift to some higher rental margins and lower costs were achieved. Through the first eight months since the Blackhawk acquisition, we are making great progress. We are exceeding the targets from both our acquisition revenue and adjusted EBITDA for 2017 and believe we are on track to improve synergies internationally next year as the necessary certifications are obtained and international expansion accelerates. To close out, I'd like to offer some comments on the second half outlook for 2017. Total company revenues are expected to increase 5% to 10% second half versus first half 2017. This growth will be driven by increases on our Blackhawk, International and U.S. onshore businesses. We base this growth on our current visibility of upcoming projects and view that we will not see a material deterioration in the U.S. onshore market the remainder of the year. The additional rigs awarded in the Gulf of Mexico could offer upside above the higher end of this range depending on rig schedules. But for now, we expect the U.S. offshore and tubular businesses to be lower in the second half of 2017. Looking at adjusted EBITDA, we would likely see incremental margins in the 25% to 30% range. Growth in the lower-margin onshore TRS businesses, combined with increased Blackhawk product sales, will offset some of the growth in the higher-margin International offshore businesses. I will now turn the call back over to Douglas for some final comments before we open the call to Q&A.
Douglas Gray Stephens:
Thank you, Kyle. And let me conclude our prepared comments on page 13 by emphasizing the key takeaways from the quarter and for the remainder of the year. So despite the offshore market remaining mostly flat to down, we expect to grow our top line revenues 5% to 10% in the second half versus the first half of 2017. In a company where over 75% of our revenues come from offshore services and product sales, we see this as a very positive trend. It reflects our success in gaining share in international land and shelf, as well as targeted new geographies where we had previously been under-represented. We're also expecting to see significant growth from our Blackhawk and our U.S. onshore business as we catch up to the rig activity over the past 12 months and drive pricing. The introduction and commercialization of new technology will also be a key factor to improving our incremental margin on top line growth. Some of these technologies broaden our traditional service offering and provide the opportunity to increase our revenue per rig while improving customer efficiency, safety, and well integrity. The other components of delivering better margins will be how we manage our costs through disciplined spending and the removal of indirect or unnecessary expenses. Some cost inflation comes with growth, but we are confident we can find ways to improve accountability within our organization and bring more to the bottom line. Taking these steps, in combination with selling some non-essential assets through the remainder of the year, will allow us to achieve our breakeven cash flow target for 2017. And as you know, we're fortunate to have a strong balance sheet that offers the flexibility to allow us to grow through a variety of paths, and we plan to maintain that optionality. Enhancing our product and service portfolio with acquisitions such as Blackhawk give us the ability to grow revenue and profitability in a market that we do not expect to see meaningful improvements in the near to medium term. The recent successes we have seen winning new businesses serves as a confirmation that our customers continue to value our services to meet their well construction needs. And I'm proud of our operational support teams that have maintained focus in doing their job safely and putting the customer first. As the industry continues to find ways to make exploration development projects more productive and economic, Frank's reputation for quality and reliable services will position us to take advantage of new opportunities. But until a full market recovery occurs, we will continue to find ways to grow our business through introduction of new technology and further expansion of our broader service offering across our global footprint. Continued success in accomplishing these goals will allow us to produce attractive returns on capital and generate cash flow to create shareholder value over the longer term. We will now open up the line for your questions.
Operator:
Thank you. We'll now begin the question-and-answer session. And our first question is from Sean Meakim from JPMorgan.
Sean C. Meakim:
Thanks. Hey. Good morning.
Kyle F. McClure:
Good morning, Sean.
Sean C. Meakim:
So, I was hoping maybe we could start with a little more detail on the contract win. Could you give us maybe just a little more on the scope, timing. It sounds like maybe more of a 2018 event. Just trying to get a sense for the impact here. And just thinking about given the challenges in that market, I imagine there's some cross – some different moving pieces here with respect to the margins and that's how your margin work. At the same time, it's a pretty challenging pricing environment. Just trying to get a sense of the impact on the U.S. business.
Douglas Gray Stephens:
Yeah. So good morning, Sean. So, thanks for the question. So, yes, I think your analysis is correct is that – look, this is a customer that we have been working for some time. We've worked for them previously and we worked for them around the world, but not here in the Gulf of Mexico for over a year. So, we're very happy with this, and I think our sales team has done a very good job. You are correct. There's pricing pressure in the Gulf of Mexico compared to where we were historically. But I can assure you, we can assure you that the variable margin for this work at the well site is still very good. And with fixed rigs that's coming on-line, this gives us quite a bit of volume to absorb, particularly cost for our operational base in the Gulf of Mexico. And we expect to start this up in Q4. It's not going to be immediate. I think the customers in the Gulf of Mexico are fairly sophisticated and they're very concerned about loss time, so they manage – the management change is quite sophisticated. So, we don't have all the rig charts yet, when we're going to be starting up. We're anticipating starting the first rig in Q4 October-ish and then ramping up the remainder of the rigs through the remainder of this year and into 2018, which is why we haven't indicated a lot in terms of revenue in this year or primarily in 2018.
Sean C. Meakim:
Thank you for that. And can you give me – maybe give us a little more with respect to – Kyle talked about the growth capital for this year. Is there any growth capital associated with these projects? It didn't sound like there is any increment over what you guided previously. And also maybe just any mobilization costs or things that will run to the P&L in the second half?
Kyle F. McClure:
Yeah. So, for the CapEx – hey, Sean. It's Kyle – for the most part, we have all these equipment at the ready. As we think about sort of the 2018 sort of maintenance and growth CapEx, we're not quite there from a budget and process standpoint. But these particular rigs, we've got the assets in play at this point.
Sean C. Meakim:
Okay. Fair enough. Thank you.
Operator:
Our next question is from Chase Mulvehill from Wolfe Research.
Chase Mulvehill:
Hey. Good morning.
Kyle F. McClure:
Good morning, Chase.
Douglas Gray Stephens:
Good morning, Chase.
Chase Mulvehill:
Good morning. So, I guess I just want to come back to the guidance a little bit. The incremental guidance was second half versus first half, the 25% to 30%. A little bit lower than I probably would have thought, especially maybe it's probably targeted at the Gulf of Mexico. So, maybe if you can kind of walk us through on the margin side, the pluses and minuses in the back half of the year. I'm assuming that International is probably better, offset by Gulf of Mexico. So maybe if you can just kind of help us back into those numbers a little bit on the 25% to 30% incremental?
Kyle F. McClure:
Yes. So if you take a look at Gulf of Mexico which did $16 million in the quarter, we have that coming down by kind of 15% into Q3 and then kind of holding flat into Q4. So the decremental margins in Gulf of Mexico will come in at 100%. So, it's sort of a tough headwind. It's worth dollar per dollar coming out, and we haven't really layered in the six rigs on our back-half forecasted. As we said, we don't have the sort of the schedule to kind of feel comfortable putting that out there in the public domain at this point in time. So, the puts and takes on International, you're going to get nice incremental margins here sort of across the board. But as we look at the U.S. services segment, obviously, we've got our sort of global sort of organizational support and corporate overhead sitting there. And then, you got the headwinds sort of as the Gulf of Mexico deleveraging happening in that space there. U.S. land will be a good story in the back half of the year as we continue to see that pick up nicely. But when you're dealing with sort of 50% variable margins at the well site, those guys coming offline has a pretty big impact on us for the incremental headwind at this point in time.
Chase Mulvehill:
Okay. And on the International margin side, do you think that the back half of the year we could average 20% adjusted EBITDA margins?
Kyle F. McClure:
Yeah. I think that's a fair assumption for the back half of the year.
Chase Mulvehill:
Okay. All right. Last one and I'll turn it back over. How much of your International revenues are onshore versus offshore now?
Kyle F. McClure:
I would say they're predominantly offshore. We've got some onshore in the Middle East, but by and large it's offshore.
Chase Mulvehill:
Okay. All righty. I'll turn it back over. Thanks.
Kyle F. McClure:
Thanks.
Operator:
The next question is from Ian Macpherson from Simmons.
Ian Macpherson:
Hey. Thank you. Douglas, can you say what the average term duration is of the six new contracts in the Gulf of Mexico?
Douglas Gray Stephens:
Yes. These are long-term multi-year contracts that we've signed this for – I won't give you all the details, but this is not a well-by-well type of contract, right? This is a longer-term contract. And we anticipate having a very long-term relationship with this group, with this customer. It's one of our best customers globally, so we anticipate this being longer.
Ian Macpherson:
When you sign multi-year contracts in this phase of the cycle, is the pricing fixed throughout the term or does it have variable mechanisms?
Douglas Gray Stephens:
There are typically variable mechanisms in the latter half of the contracts.
Ian Macpherson:
Okay. And then, also following up on Chase's question on the International side. Looking at the second half or even into 2018, how do you measure your progress with regard to underpenetrated markets? So I think specifically the international jack-up market. Are you hitting your targets and do you still see significant runway ahead in terms of more market share penetration that you haven't gone to yet?
Douglas Gray Stephens:
Yeah. So there's a couple of things. So, of course, we're not chasing everything. We are going after specific markets, with these return targeted markets. And there's some countries in the GCC which are very attractive for us where, to some extent, the easy oil is behind them and they're really targeting or having a lot more complex wells. And in certain countries in Asia as well where we haven't had a strong presence as we would've liked, and again there's only a few countries there where there's multi-rig, multi-year contracts available. I think we've done very well on gaining share and winning contracts. That side has gone quite well. Where I think we need more progress is actually being able to ramp up and sell the technology and start generating real margin. So the contracts have been awarded, but we haven't been as quick in terms of generating the revenue and generating the margins as we would like.
Ian Macpherson:
Understood. Okay. Thank you.
Operator:
Our next question is from Brad Handler from Jefferies.
Bradley Philip Handler:
Thanks. Good morning, guys.
Kyle F. McClure:
Good morning, Brad.
Bradley Philip Handler:
I guess, a few different questions for me. I suppose we can start with the Gulf of Mexico in a couple of different ways. But on the revenue side, perhaps – congratulations on the win, by the way – are there some contracts rolling off? Is there a net number that we should think about if we're to try think about your market share? Have you lost some bids? Or is that did you have to give up some work relative to positioning yourself to be ready to serve on the six rigs that are coming?
Douglas Gray Stephens:
So, Brad, there are still some contracts that are outstanding and, of course, there's always rigs coming off and on. But no, we certainly didn't have to give up anything to get this work we have, the infrastructure, the ability to do it. And there is no quid pro quo type of thing, if you give up this, we'll give you that. So we certainly see this as a net gain right now. There are contracts obviously rolling on and rolling off. So there may be some wins and losses elsewhere, but certainly smaller in scope. That's what we're anticipating right now compared to the space that there's not too many customers out there that actually have six rigs working for a multi-year program. So there's not too many opportunities to pick up this type of work. So I guess the net result is, we see a significant increase in our share in 2018.
Bradley Philip Handler:
Makes sense. Actually, can you share your perception of your deepwater market share in 2018 once all the rigs have started in the Gulf of Mexico?
Douglas Gray Stephens:
No, I'd be a little bit reluctant actually to give you that number to tell you the truth.
Bradley Philip Handler:
Okay. All right. A follow-up or an unrelated follow-up, I guess. You made some references to profitability in the U.S. being impacted by property taxes and professional fees. Can you just give us a little bit more color around that, what the magnitude of those were and I don't know that those sound like they have to be onetime events. So, maybe a little sense – is that something we can think about will continue to pop up or happen at a certain time of the year or again some more context around those, please.
Kyle F. McClure:
Yes. This is Kyle. It's a good question. If you look at our U.S. services segment kind of where we sort of pile all of our organizational global support and kind of corporate overhead business buckets. So, we have sort of a lot of cats and dogs sort of piled into the segment here. So as we have a one-off expense flow-through in the company really impact this segment from quarter-to-quarter, I wouldn't anticipate sort of the property taxes, or professional services either – we sort of joke around here a little bit which is sort of the loss, small number that we are in right now that if you have a $1 million unanticipated, unaccrued for expense come through in the quarter, it really kind of throws that segment out of kilter. And so, that's what we're sort of calling out there, is that we have a one-off property tax that we didn't anticipate coming in, in the quarter or professional services fee that we didn't anticipate as well. It's all sort of housed in this bucket. So, we wanted to sort of make sure people are aware that this segment has some sort of underlying cost volatility to it.
Bradley Philip Handler:
Understood. But to be clear, I guess, the guidance you're giving with respect to, say, decremental margins or what have you, you're not stripping out anything to arrive at a clean number as a base that's including these charges, right?
Kyle F. McClure:
Yes. We're not stripping – it's included.
Bradley Philip Handler:
Okay. Okay. Got it.
Kyle F. McClure:
Yeah.
Bradley Philip Handler:
I guess just one last one for me, please. I know these things can be very, very difficult to try to anticipate, but you have had recurring expenses related to the investigation that you obviously had to call out. Any feel for how long that – from a charges standpoint, I can understand resolution can be very difficult, but at some point maybe the investigation, the spending part is done. Any feel for when that kind of wraps up?
Kyle F. McClure:
Not this time, I think we're still obviously – we made the announcement last year. On this day, we still have some tail on this from just the underlying investigation cost. Obviously, we'll call it out in the reconciliation to adjusted-EBITDA, but no real time to provide any kind of – on the tail for that spend.
Bradley Philip Handler:
Not long enough. Okay. Got it. Thanks for the answers, guys.
Kyle F. McClure:
Okay.
Douglas Gray Stephens:
Thank you.
Operator:
And our next question is from Joe Gibney from Capital One.
Joseph D. Gibney:
Thanks. Good morning. Douglas, just a question on Blackhawk as we think about this into the back half of the year, in particular on the equipment certification process. I know sort of dovetailing into other markets and getting a little bit more synergies sort of predicated on a little bit of that lag. But could you kind of update us there sort of timeframe of maybe when you might see a little bit more traction in other markets like, say, North Sea that you've been targeting? Is this for first half of 2018 we start to get a little more traction there? Just help us a little bit there in terms of timing.
Douglas Gray Stephens:
Yeah. Thank you, Joe. Very good question. No, you're correct. In actual fact, when the acquisition was done, it was anticipated that some of these rental tools would take a bit of time for certification in other markets and it's panning out as planned. So outside of the U.S. we're actually seeing pretty good results, very good results in Mexico thus far in some of the activities going on offshore there. The next places will be further east across the Atlantic, and it would be in Q4 and into Q1 when we really start seeing revenue upticks there and through 2018 when we start seeing meaningful growth in the equipment rentals for Blackhawk, as you've said, as we get the various certification requirements completed.
Joseph D. Gibney:
Okay. That's helpful. And Kyle, just a question for you again, circling back to the issue on global support and corporate overhead, just trying to understand. So I think last quarter was like a $20 million sort of guidance and that was up obviously with some moving parts and some shifting with some G&A you guys alluded to. But it also included, I believe, some one time on medical that boosted that number more to like $20 million. So, is going forward sort of a $20 million to $25 million range what you're kind of indicating, or is this – we got the good guys and bad guys in the quarter that kind of impacted that to get to the $25 million number? So just trying to understand, you said flat $25 million, but I thought it was lower last quarter in 1Q.
Kyle F. McClure:
Yes. So, I think if you're going to sort of think about the rest of the year, I think we would probably think that $25 million number as more likely to kind of be a run rate here in the near term. We obviously look at sort of opportunities around that cost structure here internally and what opportunities we might have there. But likely for the back half of the year, we should probably be thinking sort of closer to that $25 million number for Q3 and Q4.
Joseph D. Gibney:
Okay. Appreciate it. Thanks.
Operator:
And I'm showing no further questions in the queue.
Douglas Gray Stephens:
Okay. So, I just want to take this opportunity to thank everyone who's involved in the call, taking the time and thank you for your participation, your interest in Frank's International.
Operator:
Thank you, ladies and gentlemen. That concludes today's conference. Thank you for participating and you may now disconnect.
Operator:
Welcome to the Q1 2017 Frank's International Earnings Conference Call. My name is Andrea, and I'll be your operator for today's call. At this time, all participants are in a listen-only mode. Later, we'll conduct a question-and-answer session. Please note this conference is being recorded. And, I'll turn the call over to Blake Holcomb. Blake, you may begin.
Blake Holcomb:
Thank you, Andrea. Good morning, everyone, and welcome to the Frank's International conference call to discuss the first quarter 2017 earnings. I'm Blake Holcomb, Director of Investor Relations and Communications. Joining me today on the call are Douglas Stephens, President and Chief Executive Officer; and Kyle McClure, Senior Vice President of Finance, Treasurer and Interim CFO. We have posted a presentation on our website that we will refer to throughout this call. If you'd like to view this presentation, please go to the Investor section of our website at franksinternational.com. Before we begin commenting on our Q1 2017 results, there are few legal items we'd like to cover beginning on page three. First, remarks and answers to questions by company representatives on today's call may refer to or contain forward-looking statements. Such remarks or answers are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by the such statements. Such statements speak only as of today's date, or if different, as of the date specified. The company assumes no responsibility to update any forward-looking statements as of any future date. The company has included in its SEC filings cautionary language identifying important factors that could cause actual results to materially differ from those set forth in any forward-looking statements. A more complete discussion of these risks is included in the company's SEC filings, which may be accessed on the SEC's website, or on our website at franksinternational.com. There you may also access both the first quarter earnings press release and a replay of this call. Please note that any non-GAAP financial measures discussed during this call are defined and reconciled to the most directly comparable GAAP financial measure in the first quarter of 2017 earnings release, which was issued by the company earlier today. We will now turn the call over to Douglas for his comments.
Douglas Gray Stephens:
Thank you, Blake, and good morning to everyone on the call. So, the first quarter of 2017 results for Frank's International with representation, what we believe will be a continuing trend for the remainder of the year. The increase in the North America onshore activity is driving revenue growth in our onshore TRS and Blackhawk businesses, and the International segment is beginning to see benefits of scheduled work ramping up and lower cost due to the internal efforts over the past several quarters. Oil prices is showing signs of stability in the $50-range, and supply appears to be moving more towards the balance of global demand. These macro fundamentals, coupled with efficiency improvements across the supply chain, leads us to expect that we will see fewer project cancellations and delays globally than we experienced in 2016. The exception to this improving market environment is our U.S. offshore and Tubulars Sales businesses. These businesses have historically been correlated with U.S. Gulf of Mexico activity, where outlook is currently less positive. Working rig count in this region well – remained well below 2014 levels and is likely to see a slight deterioration through the end of the year. While we remain a leader in this market, the competition for fewer projects and pricing pressure is likely to continue to negatively impact these businesses until we see an increase in rig activity. We will provide additional commentary on our outlook later in the call, but I want to begin with providing some highlights from the first quarter on page five. Total company revenue for the quarter was up 3% sequentially with adjusted EBITDA of nearly $2 million. The benefit of the full quarter of Blackhawk revenues and a growing U.S. onshore business help offset some of the onshore business – offshore business declines. However, we are seeing revenue declines in offshore beginning to slow and expect that Q1 will represent the bottom in terms of Frank's revenue from a global TRS perspective. I'm pleased with the efforts of our team to expand in underrepresented markets and prepared the path for return to global TRS growth in the coming quarters. The U.S. onshore business was up 16% quarter-over-quarter as the market continues to see strong activity growth. We remain focused on growing this business profitably and have seen solid margins. We're electing not to chase opportunities where the pricing of services did not make economic sense, generating the max amount of cash from our operations being the primary objective in this business currently. As the year progresses, we believe we will continue to see solid growth in the U.S. onshore markets and the potential to reclaim share as service supply begins to tighten. Similarly, our Blackhawk segment onshore revenues are posting regional and product revenues each month thus far in 2017. The Permian represents the strongest growth area and we are more regularly seeing customers opt to combine our TRS and specialty cementing offerings. Blackhawk contribution from the higher margin offshore rental business is facing similar challenges in the Gulf of Mexico, but margin is expected to improve as several offshore synergies materialized, new technology is deployed and Storm Packer sales see a seasonal pickup. On the International front, the period between Q4 2016 and Q1 2017 appears to be the low cycle for this segment. Some delays in the Asia-Pacific region and Middle East offset the strong performance in Latin America and West Africa. We view the delay is temporary and the coming quarters expect meaningful improvement internationally as our contracted work ramps up. Before Kyle provides additional details on our operational and financial results, I'd like to highlight two significant achievements thus far in 2017 that demonstrate our leadership in tubular running technology. In March, a Frank's crew deployed four new technologies while landing a completion for a customer offshore in the Gulf of Mexico. The revamped remote control FLUID GRIP tong, The Hydraulic Control Line Spider, 500-ton completion elevator and The Cantilever COBRA, Control Line Manipulator were used in running over 20,000 feet of tubing with a total buoyed weight of more than 760,000 pounds. This completion was the first of what is expected to be a 9-well program scheduled through 2020. Frank's is providing casing, running and completion work, while Blackhawk is providing diverting tools, cementing heads and other well-construction components. Commercial application of these tools was considered a great success by the customer. In fact, the customers say that excellent planning and execution by our engineering teams and crew as one of the differentiating factors in selecting Frank's over the competition for this challenging and complex project. We plan to complete more successful runs using this equipment as we focus on maintaining our dominant share in the U.S. Gulf of Mexico. The second achievement I'd like to point out came in early April, when Frank's was declared the recipient of the 2017 Safety in Seas Safety Practice Award by the National Ocean Industries Association in Washington, D.C. This prestigious award was given to us for the Jet String Elevator, an innovative lifting device that improves the safety and efficiency of large diameter pipe handling in the deepwater environment. Anyhow gives us a great sense and pride to be recognized by our industry's leading trade association for our technology because improving the safety of offshore drilling operations is really at the heart of who Frank's is. I refer to these accomplishments as they exemplify our strength in technology and operational expertise, sustaining our reputation for safety, quality, and reliability in the downturn will benefit us in the recovery as we expand our offering in underrepresented markets and look to add new technologies to broaden our well-construction offering. I will now turn the call over to Kyle to provide details on the financial and operational results during the quarter. Kyle?
Kyle F. McClure:
Thanks, Douglas. Before I get started, just a quick note. Any financial or market comparisons in my prepared commentary will be for fourth quarter 2016 versus first quarter 2017. Turning to slide seven; I'll provide detail on changes in the global offshore rig market that we saw during the quarter. Please note that for 2017, we have modified our presentation of this data set to include offshore platforms in addition to mobile rigs. This will better reflect all of our offshore revenue streams. Overall, market share was flat at 17% as we saw the market declined by 14 rigs. Latin America, Canada and Europe all experienced increased revenue in share on relatively flat rig count during the quarter. Middle East continues to be an area where we continue to grow share, but revenues and margins in the region are still lagging due to timing of work. West Africa saw an increase in revenue for the first time since the fourth quarter 2014. The increase in higher margin work in new markets, mostly remote countries in West Africa, was the primary reason for the improvement. Based on what we are seeing and hearing in this market, over the coming quarters, we believe that the African market most likely reached the bottom in the fourth quarter 2016. As we expected and referenced in our fourth quarter call, the largest share and revenue declines were seen in the Gulf of Mexico as some work shifted to a low-bid competitor during the quarter. Asia Pacific saw revenue and share declines in line with rig count during the quarter. Moving to the quarterly financial results on slide eight; overall, the financial results reflected and met our expectations. The U.S. Services and Tubular segments experienced lower revenues due to decreased Gulf of Mexico activity. As previously mentioned, the International segment was boosted by better-than-expected contribution from Africa. The Blackhawk segment was higher due to a full quarter revenue and continued tailwinds in the U.S. onshore business. Globally, our core TRS business fell 1% in the quarter, providing further indication that the worst may be behind us. The primary drivers for the decrease in the fourth quarter 2016 was the loss of higher margin Gulf of Mexico work, the absence of one-time benefits from tax and payroll adjustments seen in the fourth quarter and a one-time benefits expense that hit during the first quarter. First quarter cash flow from operations was negative $9 million, which was a $31 million improvement as we didn't have recurring cash severance or acquisition costs, which totaled roughly $27 million during the fourth quarter 2016. Excluding those, cash flow from operations improved by roughly $5 million. We saw working capital, specifically, trade accounts receivable, become a drag during the quarter of about $16 million. We've got some work to do internally to improve this, but as we grow in regions which historically have longer terms, we certainly face some headwinds in the near term. As we come out of the bottom of the cycle, our teams are hyper focused on receivables. CapEx for the quarter, as expected, was around $12 million. We expect to see CapEx to trend closer to $8 million per quarter for the remainder of the year as most of the CapEx related to our Lafayette administration facility is behind us. We also ended the quarter with just over $284 million in cash on the balance sheet and no debt. Returning to positive free cash flow, which we define as operating cash flow less net CapEx, is a central focus for the remainder of the year. We believe that we are on track to achieve free cash flow breakeven for the year. We believe this is achievable through an improved business environment throughout 2017, strong working capital on CapEx management and some one-off non-essential asset sales. In breaking down our segments, we first look at International Services on slide 9. International Services revenue in the first quarter increased 2% to nearly $47 million. The increase can be attributed to Africa, Canada and Latin America collectively coming in 15% higher versus the prior quarter. We saw declines during the quarter in the Middle East and lower activity from delays in the Asia-Pacific region. The overall international market is a bit of a mixed bag right now, but we are generally encouraged by the increase in tenders for new projects we have seen in the last few months. Adjusted EBITDA for International Services in the fourth quarter was $5.3 million, an increase of almost $4 million. The increase was driven by higher margin, West Africa work and lower cost from actions taken near the end of 2016. Moving to U.S. Services on slide 10; first quarter revenue decreased 6% to around $31 million. Adjusted EBITDA for U.S. Services in the first quarter was a loss of $7 million. The primary drivers for the decrease from fourth quarter 2016 was the loss of higher-margin Gulf of Mexico work, the absence of one-time benefits from tax and payroll adjustments, seen in the fourth quarter 2016 and one-time higher medical benefit expense that hit during the quarter, which was approximately $3 million. As a reminder, this segment is where our corporate overhead resides, which was slightly higher as we begin accruing for short-term incentive compensation once again. First quarter U.S. offshore revenue was 15% lower due to roughly $20 million. Revenue was lower in the quarter due to the previously mentioned work lost to an unusually low bid. The U.S. onshore business continues to see significant growth in terms of revenue and adjusted EBITDA as both improved from Q4 2016. We remain a leading provider of TRS in the U.S. onshore market and now have the ability to include Blackhawk suite of equipment and products for their broader well-construction needs. Slide 11 shows our Tubular segment performance. Revenue in the first quarter was $17 million, down 12%. Adjusted EBITDA for Tubular Sales in the first quarter was $2.3 million, up from $400,000. The increase in adjusted EBITDA was driven by cost actions in late 2016 and early 2017. As a reminder, this is where our manufacturing department cost is housed, which drove most of the improvement. The overall demand in the Tubular Sales segment is still soft as decreased Gulf of Mexico activity and adequate customer inventory are leading to fewer orders. Our deepwater fabrication capabilities and expertise, in addition to new opportunities in onshore storage wells, are helping sustain the business. However, the outlook for this segment is likely flattish to down for the remainder of the year. Wrapping-up the segments with Blackhawk on Slide 12; as a reminder, that Q1 reflects the full three months of this business versus Q4, which we had the business for only two months. The revenue for Blackhawk was $16 million as strong U.S. onshore product sales drove revenues throughout the quarter. These were up 40% full quarter Q4 versus full quarter Q1. Offshore rental revenue was adversely impacted by lower activity. Adjusted EBITDA increased slightly to over $1 million as a shift in product mix to lower margin onshore sales from offshore rentals weighed on margins. To close my comments out, I'd like to touch on an item in the press release issued earlier this morning and give some color on how we see Q2 shaping up. Effective at the beginning of 2017, the company made changes to the way it classifies cost of revenues versus SG&A. As many of you are aware, we previously had a very broad definition of SG&A. The company felt that reclassifying certain expenses would allow us as a management team to more accurately assess our performance relative to peers and better allocate resources. These changes had no impact on our consolidated income statement or segment reporting. For comparison purposes, the 2016 numbers have been reclassified to reflect the change. Moving to the Q2 outlook; we would expect similar sequential revenue drivers to what we saw in Q1. The company sequential revenues are likely to be flattish to slightly higher, driven by increases in our International, Blackhawk and U.S. onshore businesses, but somewhat offset by continued declines in the U.S. offshore and Tubular Sales businesses. Looking at adjusted EBITDA, we would likely see that also flat to moving slightly higher for Q2. Improved International sales, non-recurring expenses and a more efficient cost structure will likely to be offset by a U.S. offshore sales declines and the mix of business growth coming from lower margin U.S. onshore work. I will now turn the call back over to Douglas for some final comments before we open the call to Q&A.
Douglas Gray Stephens:
Thank you, Kyle. And prior to the taking your questions, let me wrap up on page 13 by reiterating several specific focus areas that when effectively executed will allow us to maintain positive adjusted EBITDA and return to positive free cash flow excluding dividends during 2017. The first will be to capitalize on the significant growth seen in the past nine months in the U.S. onshore rig count. By most indications, the growth trend onshore is expected to continue and Frank's is well positioned in the most important basins. We're also having success in engaging our customers to provide quality and reliable bundled TRS and Blackhawk services. The recent successful testing of new Blackhawk line of frac plugs and staging tools also offer upside to our traditional onshore offering. As these wells become more complex, we are seeing greater emphasis on quality well construction that can enhance the life of the well and improve resource recovery. Additionally, our successful penetration into underrepresented markets and the ramping up of work we've been planning for several quarters internationally should deliver improved results in the second half of 2017. Although deepwater rig activity growth still seems several quarters away, we expect scheduled work for Frank's to move forward as planned with fewer delays and cancellations. The expansion into the Middle East market has taken us some time, but successful execution in this market thus far has earned us the credibility to move to higher revenue and margin work in the future quarters. We're also encouraged by what we are seeing from customers and countries in Europe and Africa in regards to proceeding with planned offshore projects, where we've been awarded the work. At the same time, delays in Asia-Pacific are expected to subside beginning in Q3. The use of new technologies across all our offerings are also expected to contribute additional revenue streams as deepwater recovery is still potentially several quarters away. While rig rates have come down considerably, we are still seeing customers place priority on safety, efficiency and well integrity. These new technologies are receiving positive feedbacks from customers and further adoption is expected as we continue conveying the benefits that they provide. Although it's still early in 2017, we are exceeding our plan to new technology deployment and adoption in each of our markets around the world. We're also continuing to evaluate the industry landscape for companies or technologies that can further broaden our existing well-construction offering. We believe there are some attractive opportunities out there, and we have the balance sheet strength to take advantage of them at the right price point. Finally, controlling our costs to maximize cash flow remains a key component of the equation. As mentioned previously, we took additional actions in Q1 that brought us to the higher end of our $40 million to $50 million in cost reductions previously described. We are confident that the $150 million in costs that we've taken out over the last 18 months, approximately $100 million will be sustainable as the market recovers. We still plan to evaluate areas where additional cost savings can be realized. Executing on these opportunities to improve margins through a better aligned and more structured organization will help us reach our free cash flow targets. And in closing, while we continue to operate in a tough market for our deepwater expertise and technology, we're not without opportunity. We're competing vigorusly to maintain share in markets where we have a dominant position, we are gaining traction in underrepresented markets geographically, and we are becoming a more complete well-construction company through new products and service lines. The continued execution of this strategy is the key for our future success as a company and for long-term value creations for our shareholders. And we'll now open up the line for your questions.
Operator:
Thank you. And our first question comes from Blake Hutchinson from Howard Weil. Please go ahead.
Blake Hutchinson:
Good morning.
Blake Holcomb:
Good morning, Blake.
Blake Hutchinson:
Just wanted to delve a little bit into the International guidance. And I guess, differentiate between, I think, Doug, your comments around potentially meaningful International improvement and just kind of having more of a measured improvement in 2Q. I guess, if we take in total, what you've said, some good performance highlights regionally in the quarter, but Middle East and Asia-Pac perhaps kicking in later in the year and perhaps even finding somewhat of a bottom later year in your core deepwater markets, would it be appropriate to think of perhaps the back half of the year perhaps accelerating little a bit in terms of International growth?
Douglas Gray Stephens:
Yes. I think, Blake, that's a fairly fair assessment, right. We've seen from the start of the year, the first few months of the year were fairly slow. The last few weeks, if you wanted, the quarter were quite good. As we mentioned, we've anticipated – some of the projects, to some extent self-help in West Africa and in the North Sea in Europe as we picked up a few more projects. Because of the cost reduction we've seen, we've seen very good incrementals on the additional revenue that we generated in both the two markets Africa – West Africa, and the North Sea. Asia and the Middle East have been a little bit slow for us in the first quarter of the year. We do see that accelerating, particularly in the second half of the year. We've won quite a bit of work there. We've talked about that in the past. And I think in the Middle East, what we're seeing is we moved to some of the higher margin work as our reputation and the delivery that we've had on some initial work is showing success and we'll move into some of the higher margin work in some of the key GCC countries. And then in Asia, we've been awarded some key contracts. We've been in the ramp-up phase for the last couple of months. By the time, we hit the second half of the year, I think we'll be firing on more cylinders in that part of the world.
Blake Hutchinson:
Okay. Just wanted to make sure that we're getting the right message there. And then, with regard to kind of the near-term trajectory in the Gulf of Mexico, deepwater Gulf of Mexico. I guess, can you draw a differential between the kind of big negative comparison we saw from Q4 to Q1 and then the remainder of the year? Has most of the share loss run its course or do we need to consider that kind of having a knock-on impact into 2Q before, perhaps, that revenue stream firms up?
Douglas Gray Stephens:
I think, of course, if you lose a rig, that knocks on and carries over for a while. I think the situation there in the Gulf of Mexico is such that there is so fewer rigs right now, if you lose one or two, that actually has a material impact on share. And there's multiple players there, and some of our customers want to keep multiple players in the market. So, we've seen a bit of share deterioration recently because of that. But as we've said, we're vigorously competing to maintain share. And we think, by the second half of the year – there is probably still some further deterioration in terms of the overall rig count through the next quarter or two. But we expect a slight rebound – flattening to rebound in the second half of the year, and we're going to be pursuing share so. I don't know if that answers your question, Blake.
Blake Hutchinson:
No. That's helpful, I guess. I guess, at some point, with what you've laid out, you also laid out kind of delays in what your – in your content, both in the U.S. Services and Blackhawk. So it sounds like more deterioration into Q2, but we wouldn't necessarily rule out, perhaps, having a positive comparison at some point in the back half of the year.
Kyle F. McClure:
Yeah. I think – this is Kyle. I think, what we'll see here is kind of a Q2 click down potentially some more share challenges. But there is still a lot of stuff that's sort of out for tender right now that we just have not heard back on. There are some very – I recall I think, six or seven rigs various tenders that are out there right now in the Gulf that are up for grab. So, it's sort of hard to model that because we don't have an answer back on a lot of this stuff yet. But we feel pretty comfortable click down into Q2 and sort of flattening out in the back half of the year right now. Potentially upside of that, if we get a couple of these tenders come our way.
Blake Hutchinson:
That's great. That's very helpful. I appreciate it, and I'll turn it back guys.
Operator:
And the next question comes from Joe Gibney from Capital One.
Joseph D. Gibney:
Thanks. Good morning. Kyle, this is a quick question for you. You referenced corporate overhead in the quarter was slightly higher embedded in U.S. Services. I'm just curious what the exact number was? And, secondarily, I was wondering if you could share kind of where we were on U.S. Services EBITDA margin? I believe last quarter you indicated we were sort of at an exit rate of mid-20% EBITDA margins as a ballpark. Did that hold in the first quarter? Are we seeing improvement or is that a generally how we should think about that as we enter 2Q? I appreciate it.
Kyle F. McClure:
Yeah. So the corporate overhead – let's take a step back. We have gone through a pretty significant sort of restructuring of our cost reside within that segment. We have pulled out of the Gulf of Mexico and U.S. Land businesses, a lot of it for the administration, insurance, real estate, sort of non-controllable costs and pulled it into the corporate overhead. So, as we have been quoting you numbers last year, I think, in the $13 million to $15 million range, I'm going to start this year by quoting you a negative $25 million range for sort of corporate overhead, that's engineering, QHSE, all the administrative support functions that really support globally. But a lot of them kind of sit in Lafayette and Houston. So, we're going to start with that as your new number for this year. We're going to go with $25 million and work off of that as we talk about color. The margins we've talked about, Joe, in Q1 – sorry, the exit of Q4, similar zip codes in Q1, no real change from kind of that discussion point. I don't want to get in too much specifics on this, but we are in the same zip codes.
Joseph D. Gibney:
Understood. I appreciate it.
Kyle F. McClure:
Yep.
Operator:
And our next question comes from Chase Mulvehill from Wolfe Research. Please go ahead.
Chase Mulvehill:
Hey, how are you, all?
Douglas Gray Stephens:
Good morning, Chase. How are you doing?
Blake Holcomb:
Good morning, Chase.
Chase Mulvehill:
Hey, Doug. So just real quickly, I wanted to ask about I guess, if you think about your business and the potential for more collaboration or integration with other industry players. Do you see an opportunity here for either onshore or offshore to kind of enhance kind of collaboration across the industry when we think about well construction?
Douglas Gray Stephens:
No, I think that's a real trend that we see ongoing, Chase. I think this downturn has fostered a few things in the industry. It slowed a few things down. I think one of the things that's been a consistent theme over the last few years and will seek continuing and probably accelerating of this idea of integration, right, across the service sector. I don't necessarily mean that everything is owned by one company necessarily, but we're seeing rig contractors being getting TRS and other services being included in their contracts. We're seeing bundled services being awarded to various players. And we're participating in all of those types of activities. And actually, looking at how we can more proactively pursue some of those, including on U.S. Land has been proactively working with rig providers to provide the services that may be included in their contracts so they may want to go include in their contracts, and likewise, with offshore. So yes, we do see that in collaboration is something that we see as part of the future.
Chase Mulvehill:
Okay. Great. Any particular markets you think you'll have more success in, especially as we think about onshore – U.S. onshore, do you think you'll have more success there? Then on the offshore market is there, is it the Gulf of Mexico where you think you'll have more success of collaboration or across the board?
Douglas Gray Stephens:
Well, I think what we're going to see as this collaboration, we'll see different flavors of collaboration in different parts of the world. So, what I see in U.S. Land is, typically, we haven't seen a lot of integrations; it's been very single-service providers there in the service space, not just in the TRS space but kind of overall. But we do see collaboration with the land rig providers as being potentially one of the next steps in our evolution as we go into increased rig count in U.S. Land and customers are still looking how they can make more efficient wells. I think internationally, we see different types of collaboration. A large number of contracts being awarded today through integrated of bundled services with large integrated service providers. And we're actively participating in those. The largest OFS players are also good customers and good partners of ours. And in certain parts of the world, such as the North Sea, TRS services are often included as part of the mobile rig contracts. And again, we're collaborating with rig providers up there.
Chase Mulvehill:
That's very helpful.
Douglas Gray Stephens:
So I think collaboration will be ongoing, we'll have a slightly different flavor depending on the geography or the customer.
Chase Mulvehill:
Okay. And quick follow-up. I guess, could you help us with EBITDA margins, and sorry, if you gave this, for U.S. onshore in 1Q?
Kyle F. McClure:
Yes. So, I think we talked about this sort of exiting Q4 and these were 20% give or take range. And I think I mentioned, we're in that zip code currently coming out of Q1.
Chase Mulvehill:
Okay. And did you disclose the healthcare claim expense early? Sorry, if I missed it.
Kyle F. McClure:
Yeah. Yeah. That was $3 million in the quarter.
Chase Mulvehill:
Oh, wow. $3 million. Okay.
Kyle F. McClure:
Yeah.
Chase Mulvehill:
All right.
Kyle F. McClure:
So, it's a big one.
Chase Mulvehill:
Yeah. It's pretty big. All right. Thank you. I'll turn it back over.
Operator:
And the next question comes from Brad Handler from Jefferies. Please go ahead.
Bradley Philip Handler:
Thanks. Good morning, guys.
Blake Holcomb:
Good morning.
Bradley Philip Handler:
I think my question definitely falls in the category of not writing fast enough, so forgive me. But you walked through – you were good enough to walk through 2Q guidance. Should I be thinking, first of all, that what we're talking about is, if you say – I think you said flattish, correct, sequentially?
Douglas Gray Stephens:
Yes.
Bradley Philip Handler:
Okay. Should I be thinking that means $1.5 million plus $3 million, and so we're talking flattish sort of clean if you will?
Douglas Gray Stephens:
Yes.
Bradley Philip Handler:
...or some backing up that medical expense?
Douglas Gray Stephens:
So, if you start with we don't have three recurring, and we call that $4.5 million. I think the mix of business will be challenging as you have sort of more U.S. onshore, more Blackhawk onshore, and sort of the tick down in Gulf of Mexico. And so I would say we started at that $4.5 million number, but I think there is going to be some headwinds within Gulf of Mexico in the mix of business there to kind of bring that down a little bit.
Bradley Philip Handler:
Right. And that's offset by some continued potential in International, that's would get you to flattish?
Douglas Gray Stephens:
That's right.
Bradley Philip Handler:
Is that right?
Douglas Gray Stephens:
Yes.
Bradley Philip Handler:
Okay. All right. I want to make sure like I said I wasn't quite sure I had written things down enough. Okay, thank you. And then, I guess, while I have you, we have heard at least Q1 had its interruptions as reported by the diversified service players, Nigeria was cited. I don't know if that's the biggest market for you, but there were some interruption certainly in West Africa. So it's interesting that your experience was obviously a little bit better. Were you aware of such interruptions, is that playing into a sense that you have the market for West Africa or your opportunity in West Africa in particular gets even stronger as you make your way through the year?
Douglas Gray Stephens:
I think the market in West Africa, it's frankly – it's a tough market, right? And there's multiple countries down there, some in certain positions as rigs move in and out. I think what we described is that we've been successful in picking up projects in remote countries. We've driven a lot of cost out of our West Africa operations after the really significant downturn we saw through last year, and as a result, when we do pick up work we're seeing very good incrementals on it. So, we've reduced our critical mass in many of these countries to the point now when we do pick up work we're seeing good margins in it. But it clearly was a mixed bag. I certainly wouldn't tell you that every country in West Africa was blowing and going in the first quarter because that's far from the case. And I think it will be a while before the overall market down their turns around.
Bradley Philip Handler:
Sure. That makes sense. That makes sense. And maybe just a little color also on the Asia – your Asia commentary. Maybe I'll ask it this way. How do you guys calibrate risk that project delays don't just persist that there is something – there is enough actually happening on the ground right now to give you that confidence that these will actually get going and then therefore your opportunity gets going later this year?
Douglas Gray Stephens:
I think – it's a good question. I think on some of the projects that we have, we said that risk is reduced because the rigs are actually drilling and they are waiting on us to get on the rigs side. I think in some of these projects, that's how we're defining it. Again, Asia, we see as a market, which will be fairly slow to recover. A lot of these countries, $50-oil are not going to be having huge investments in them. Where we've talked in many of these cases, where we're seeing improved results via North Sea, Europe, West Africa, or Asia, a lot of it's simply because we won contracts for rigs that are working or about to start working have been awarded.
Bradley Philip Handler:
Got it, got it. Okay. Thank you. I appreciate it. I'll turn it back.
Douglas Gray Stephens:
In short, we're picking up share in some of these key markets, which is because of the reduced cost base, it's driving good incrementals.
Bradley Philip Handler:
Right, right. That's for the tough site. Got it. Thank you.
Operator:
And we have no further questions at this time. I'll turn the call back over to Douglas Stephens for final remarks.
Douglas Gray Stephens:
Okay. Thank you very much, Andrea, and thank all of you for your questions. So as mentioned, we are confident that we have the right strategy in place and look forward to updating you on the progress we're making in executing towards our goals to generate free cash flow, hold share in dominant markets, and grow in underrepresented markets, while broadening our well-construction offering. So, I'd like to thank all of you for your time and interest in Frank's International.
Operator:
Thank you, ladies and gentlemen. This concludes today's conference. Thank you for participating. And you may now disconnect.
Operator:
Good morning and welcome to Frank's International Fourth Quarter and Full Year 2016 Earnings Conference Call. My name is Vanessa, and I'll be your operator for today's call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session. Please note that this conference is being recorded. I will now turn the call over to Mr. Blake Holcomb. You may begin, sir.
Blake Holcomb:
Thanks, Vanessa. Good morning, everyone, and welcome to the Frank's International conference call to discuss the fourth quarter and full year 2016 earnings. I'm Blake Holcomb, Director of Investor Relations. Joining me on the call today are Douglas Stephens, President and Chief Executive Officer; Jeff Bird, Executive Vice President and Chief Financial Officer; and Kyle McClure, Senior Vice President of Finance, Treasurer and soon-to-be Interim CFO. We have posted a presentation on our website that we will refer to throughout this call. If you'd like to view this presentation, please go to the Investors section of our website at franksinternational.com. Before we begin commenting on our 2016 results, there are a few legal items I'd like to begin to cover on page 3. First, remarks and answers to questions by company representatives on today's call may refer to or contain forward-looking statements. Such remarks or answers are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Such statements speak only as of today's date or, if different, as of the date specified. The company assumes no responsibility to update any forward-looking statements as of any future date. The company has included in its SEC filings cautionary language identifying important factors that could cause actual results to be materially different from those set forth in any forward-looking statements. A more complete discussion of the risk is included in the company's SEC filings which may be accessed on the SEC's website, or on the website at franksinternational.com. You may also access both the fourth quarter and full year earnings press release and a replay of this call. Please note that any non-GAAP financial measures discussed during this call are defined and reconciled to the most directly comparable GAAP financial measure in the fourth quarter and full year earnings release, which was issued earlier today by the company. I will now turn the call over to Douglas for his comments.
Douglas Gray Stephens:
Thank you, Blake, and good morning to everyone on the call. I'd like to begin with a brief introduction to those on the call, I've not had the opportunity to meet yet during my little over three months at Frank's International. So throughout my more than 25 years in oilfield services, I've had the opportunity to work in a variety of roles and with a diverse set of customers around the globe. And in many of these locations, I've had the opportunity to see Frank's deliver quality service to satisfied customers. In fact, one of the reasons I was drawn to accept this position was this company, or the company's strong reputation for quality, technological expertise and of course our global extensive footprint. Although the current environment has presented challenges we've not seen in decades, Frank's has not only proven its ability to endure, but to continue to set the standard for complex well construction. And I'm confident that we will not only weather this storm, but we will come out as a stronger, more efficient organization than we entered. The first point I'd like to highlight is the successful acquisition of Blackhawk in Q4. This is a provider of specialty tools in the well construction space. And this is the largest acquisition in the history of our company. And our focus now is on the execution of this integration. So despite a difficult 2016, we achieved two technical industry milestones for tubular running services. In September, Frank's International established a global record in casing while drilling operations. Through modifying our existing technology and close collaboration with a large integrated service provider, we were able to complete the first 30-inch casing while drilling job, saving the customer more than a day of rig time. We also played a critical role in running the first ever casing string weight reduction module system. The Frank's team safely and efficiently completed this job, helping the customer save money running one of the heaviest casing strings ever deployed, reducing the hook load by nearly 250,000 pounds. This allows the potential to run longer casing strings with lower rig specs. It's these types of customized solutions and accomplishments that have led to our gaining the customers' trust and confidence as a premier well construction company and will serve us well as the cyclical recovery gains momentum. In 2016, we were able to execute on our strategy to maintain our share in core markets and grow in underrepresented markets. While we saw another year of floating rig decline, we were able to maintain a greater than 50% share in the Gulf of Mexico and West Africa while holding share flat in Latin America. Additionally, we expanded our market share in offshore and shelf markets, both domestically and abroad, particularly in the Middle East, where investments in drilling and completions continues at a strong pace. We added diversification into specialty cementing and well intervention tools that broaden our well construction offering and provide a platform for growth beyond our core tubular running services, but we still have further to go. The offshore market remains under pressure and it's likely that more projects will conclude than begin in 2017. However, we're beginning to see some green shoots appear. In addition to increasing our presence in the higher end works in the GCC countries in the Middle East, we are also seeing the European market begin to turn the corner. New tenders are on the rise in Europe and we recently landed work in the Norwegian sector of the North Sea with a customer we had not previously served. This demonstrates that despite the limited number of new opportunities, Frank's continue to be a trusted provider of well construction services with a strong balance sheet that can be relied upon throughout the cycle. Turning to page 5, I'll go through a few highlights and drivers of our fourth quarter results. Overall, I'm pleased with our performance to end on a high note after a difficult year. Despite a 7% decline in core Frank's business, excluding Blackhawk, we saw a $5 million increase in adjusted EBITDA from previous quarter. Every operating segment returned to positive adjusted EBITDA for the first time since Q4 2015, as lower costs and gains in underrepresented market internationally helped offset some of the declines in price and activity elsewhere. Also, bolstering the quarter was a 13% sequential increase in the U.S. onshore revenue and return to profitability for the first time in two years. While we believe there is more growth to come in this market, we are encouraged by the positive effects of cost savings and price increases we've seen thus far. We've opted to high grade, our customer base, and concede some market share in order to secure an overall 20% increase in price and enhance our focus on what we perceive to be the best basins in the Lower 48. We expect to continue to see double-digit revenue increases throughout 2017 as rigs continue to be added and supply of services potentially begins to tighten. In regards to controlling our costs, we achieved our goal of executing the previously announced $40 million in annualized cost reductions resulting in a 10% reduction in general and administrative costs quarter-over-quarter. These cost actions put us on track to lower our annualized G&A expense more than 30% from 2015 levels and a step closer towards sustainable profitability. We also lowered our capital expenses nearly 60% compared to the previous year, as we look to preserve our strong balance sheet and improve utilization of idle equipment while continuing to invest in the future. Gains in Latin America, Canada and the Middle East drove revenue increases approaching 20%, but declines in other markets, particularly West Africa, led to a 10% overall decline in our offshore tubular services business. These ups and downs are likely to continue until we reach a bottom in offshore activity. Capital budgets from our largest customer, it's a super-major, on average are again expected to be lower in 2017. Those with increased spending budgets are projected to prioritize offshore opportunities versus the onshore. As a result, we anticipate further declines globally offshore with the prospect of reaching a bottom in activity sometime late in 2017, assuming the market fundamentals continue to improve. Before we review our financial results in more detail, I'd like to take a moment to thank Jeff Bird for his hard work and many contributions to Frank's International the past two years. He's played a pivotal role in the company's transition from a privately held to a publicly traded company and he has also been a great asset to me, personally, over the last few months as I stepped into this role. And I'd like to take this time to wish Jeff the best in the next stages of his career. Thank you, Jeff.
Jeffrey J. Bird:
Thank you, Douglas. It's been privilege to play a part in helping Frank's make the transition from a private to public company. We've been able to accomplish a lot in a relatively short time, and I believe the company is well positioned for the future. Since this is my last time on the earnings call, as a member of the management team, I would like to introduce Kyle McClure, who will be serving as Interim CFO, following my departure March 1. Kyle and I have worked together for the past four years at Frank's and our previous company. As Senior Vice President of Finance and Treasurer, he served as a financial lead for the Western Hemisphere and we have worked closely together on many of the initiatives we have implemented during my tenure at Frank's. Douglas and I are confident he will make my transition out a smooth and seamless process. Kyle?
Kyle F. McClure:
Thanks, Jeff. Turning to page 7, I will begin providing additional detail on changes in the global offshore mobile rig markets that we saw during the quarter. Overall market share was flat versus Q3 at 17% as we saw the addressable market decline by 12 rigs during the quarter. Continuing themes from Q3, Latin America, Canada and Middle East were all bright spots during the quarter which we were able to grow our revenue and share. In the Middle East, specifically, we're finally gaining traction in the local market as we are now fully operational and saw revenues increase roughly 25% Q-on-Q. West Africa saw a decline in share and revenue, as work pushes out or was canceled altogether. Mobile rig count is down by almost 50% in this region in 2016 and likely will continue to be challenged in the near-term time horizon. In our largest market, the Gulf of Mexico, we saw revenues decline but share was higher as the average rig count remains relatively flat. Rigs and revenue in Europe fell in the quarter, but in line with our market share in the region. Finally, Asia-Pacific saw declines in revenue and share as new work in the region was slower to start up than expected. Continuing on to the quarterly financial results on page 8. Given the nature of the current environment, we would look at Q4 revenue declines of the core Frank's business as mostly a price story. As mentioned previously, offshore mobile rig count was down slightly during the quarter. And we did see many delays in Asia-Pacific and Europe. But pricing continues to be challenging in most regions, as we see a variety of pressures, from competition to customers looking to retender for lower prices, all having pressures on top-line revenue. That being said, we were able to more than offset the pricing pressures with our continued focus on cost. We saw core Frank's revenues down 7%, while we saw adjusted EBITDA improve by $5 million sequentially. So really a good story there, especially, if we think about the revenue declines from Q1 to Q3 this year, much better deleveraging in the quarter. The previously-announced Blackhawk acquisition which closed during Q4, added two months of revenue worth approximately $10 million and adjusted EBITDA of $1 million. Additionally, the previously announced $40 million cost reduction was materially completed during the quarter and we are clearly starting to see the benefits. In adjusted EBITDA, I do want to call out that we had about $2 million of one-time good guys. Turning to operating cash flow, we've got two items that I'll call out that we wouldn't normally consider operating or free cash. First, we had $13 million in cash severance associated with the ongoing reductions. And second, we had about $14 million in cash costs in the quarter relating to the Blackhawk deal that fall into operating cash. So excluding those items, free cash was closer to negative $24 million, an improvement sequentially of about $5 million, as we had similar cash severance in Q3. We also exited the year with $320 million in cash on the balance sheet with no debt. In breaking down our business segments, we'll first look at International Services on page 9. International Services revenue from external sales in the fourth quarter declined 10% sequentially to $46 million. Of the sequential decline, the majority can be attributed to a 30% decline in revenues in Europe and West Africa. While Latin America, Canada and the Middle East collectively rose 18%, it was not enough to offset the declines in two of our historically larger international markets. West Africa and Europe revenue declined more than $7 million in Q4 due to deferrals, delays and the full quarter impact of previously canceled projects. Conversely, revenues increased in the Middle East, Latin America and Canada where we are seeing more opportunities than risks at the moment. Adjusted EBITDA for International Services in the fourth quarter was $1.5 million or 3% of external sales, down 63% sequentially as West Africa saw roughly $3 million in additional payroll tax expense and bad debt expense taken during the quarter. Additional items of note during the quarter, we closed operations and have exited Peru and Western Canada. Moving to U.S. Services on page 10. The fourth quarter revenue from external sales decreased 4% sequentially to around $33 million. Adjusted EBITDA for U.S. Services in the fourth quarter was $2 million or 6% of sales, up from a loss of nearly $6 million in Q3. U.S. offshore fourth quarter revenue was 9% lower sequentially to roughly $23 million. Revenue was lower in the quarter, but decreased activities and volumes and some pricing impacts had certain customers continue to negotiate price discounts and competition for fewer rigs intensifies. For some competitors, it has become a fight for survival and leading to some unusually low bids on retenders. As previously mentioned, the U.S. onshore business continued to pick up steam as our leaner cost structure is benefiting from increased activity and price increases in all markets we serve. As a result, 75% of our locations are now positive on a gross margin and adjusted EBITDA basis with more improvements expected in 2017, even with some risk to market share from increased competition. Of note, we closed three additional U.S. onshore bases during the quarter as we continue to refine the cost structure. U.S. Services adjusted EBITDA was $8 million higher quarter-over-quarter due to the sooner than expected impact of cost reductions and some one-time benefits from tax and payroll adjustments. As a reminder, this segment carries our corporate cost and other here in Houston. This was roughly $12.4 million during the quarter, down roughly $3 million sequentially. Page 11 shows our Tubular Sales performance. Revenue in the fourth quarter was $19 million, down 3% sequentially. Adjusted EBITDA for Tubular Sales in the fourth quarter was $400,000 or 2% of sales, up from $200,000 in the third quarter. As you are aware, our Tubular Sales business largely consists of large outside diameter pipe and connectors to customers in the Gulf of Mexico. Due to the steep decline in activity in the Gulf, we have correspondingly seen our Tubular Sales decline. We do, in some cases, deliver OD tubulars to customers in international markets. They are less frequent and often difficult to predict when the customer will receive a shipment. On the whole, we expect this segment to continue to decline during 2017. There are some increasing opportunities relating to gas storage and one-off international shipments, but with our backlog of orders at one-third of where we were a year ago, it is unlikely we will see meaningful improvement until the Gulf of Mexico ramps up. Lastly, a few comments on Q1 as we are approaching the final month of the quarter. We would expect total company sequential revenues to be slightly lower. The global TRS business will likely fall by mid-single digits, driven primarily by lower U.S. offshore revenues as some customers opt to split work or solicit bids to keep competition fierce in the shrinking market. Turning to adjusted EBITDA for Q1, the previously discussed cost reductions, which were largely completed at the end of Q3 and the beginning of Q4, therefore, we would say they are largely reflected in our Q4 results. As with the one-time good guys we saw in Q4 and the loss of some higher margin work in the Gulf, we would expect adjusted EBITDA will likely fall at or below breakeven levels. I would now turn the call back over to Douglas for some final comments before we open the call to Q&A.
Douglas Gray Stephens:
Thank you, Kyle, and moving to page 12 and before opening the line for questions, let me offer some thoughts on our strategy and goals as we progress through 2017. So we've said that our strategy consists of three primary components
Operator:
Thank you. And we have our first question from Ian Macpherson with Simmons & Company. Please go ahead. Your line is open.
Ian Macpherson:
Hey, good morning. Thank you. Lot of moving parts with your U.S. Services margins, and I think that was the Q4 result, that was where the big positive surprise was, with your margin improvement. And I understand there were some one-off benefits, and I understand the guidance for Q1 to trend a little bit lower. But it sounds like, in general, if my back of the envelope math is right, that your Gulf of Mexico margins probably stayed above 35%, maybe 40% for the fourth quarter, which is better than we had feared. And I wonder if I could fact check that with you when you also just get the sense of your normalized margin expectations for the Gulf of Mexico business for 2017?
Kyle F. McClure:
Yeah, Ian, this is Kyle. So, yeah, you're spot on there with your analysis of the Gulf of Mexico margins within the quarter. A lot going on in U.S. Services. Obviously we have our corporate and other component there as well, which we talked about was down $3 million sequentially, and of the net, sort of $2 million good guys I talked about, an abnormal amount were kind of sitting in U.S. Services, if you will. So looking out into 2017, I think the Gulf of Mexico business will continue to be challenged as we continue to see more rigs come offline and impacting our rig count there. So it'll continue to be a struggle for us, I think to kind of maintain that 40% margin as we move through kind of Q1 and Q2 here. We talked about it somewhat in the prepared commentary, but we do see some headwinds in Gulf of Mexico here in the first couple quarters of the year as there's competition out that's pretty fierce right now and things on the bidding side are getting a bit more challenging, I think than we had hoped. So I think the Gulf of Mexico and U.S. Services margins will probably likely be challenged in the first half of 2017.
Ian Macpherson:
Okay. But then, given the improvements that are unfolding with onshore pricing, where would you say your margins, EBITDA margins for U.S. land are today, and where could they be in the second half of the year?
Kyle F. McClure:
I don't know if we've historically given out the EBITDA margins for U.S. land. I would say they're probably right now in the 20% range as we exited the quarter. And we're looking at Q1 as potential uptick to that number as well. So I would say that business itself is getting healthier right now. We've talked about the base closures and the price increases we talked about in the quarter, we raised prices across the board, I think roughly 20%, 25%. That was nicely received by our customer base. There's a lot of, obviously, the rig count increasing people are willing to pay-up for right now. And we were losing money in that business and decided not to do that anymore. So we got the cost structure right. Got the pricing correct. I would say heading forward, we're looking for that business to be north of 20%.
Ian Macpherson:
Very helpful. All right. Thank you.
Kyle F. McClure:
Thanks.
Operator:
And thank you. And I'm sorry, speakers, it appears that we have no further questions at this time. I will now turn the call over to Mr. Douglas Stephens for closing remarks.
Douglas Gray Stephens:
Okay. Thank you all for your time and your interest in Frank's International, and we hope to hear from you next quarter. Thank you.
Operator:
And thank you, ladies and gentlemen. This concludes today's conference. We thank you for participating. You may now disconnect.
Operator:
Good morning and welcome to the Frank's International Third Quarter 2016 Earnings Call. My name is Brandon, and I'll be your operator for today. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session. Please note this conference is being recorded. And I would now turn it over to Blake Holcomb. You may begin, sir.
Blake Holcomb:
Thanks, Brandon. Good morning, everyone and welcome to the Frank's International conference call to discuss the third quarter 2016 earnings. I'm Blake Holcomb, Director of Investor Relations. Joining me today on the call are Gary Luquette, President and Chief Executive Officer; Jeff Bird, Executive Vice President and Chief Financial Officer; and B.J. Latiolais, Executive Vice President of Global Operations. We have posted a presentation on our website that we will refer to throughout this call. If you'd like to view this presentation, please go to the Investors section of our website at franksinternational.com. Gary will begin today's call with operational highlights and an overview of the quarter. Jeff will then provide additional detail on our operations and financial results. Gary will then conclude with his closing remarks. Everyone will be available for questions after the prepared comments. In the interest of time, we ask that you limit yourself to one question and one follow-up question during the Q&A session. Before we begin commenting on the third quarter results, there're a few legal items we'd like to cover beginning on page three. First, remarks and answers to questions by company representatives on today's call may refer to or contain forward-looking statements. Such remarks or answers are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Such statements speak only as of today's date or, if different, as of the date specified. The company assumes no responsibility to update any forward-looking statements as of any future date. The company has included in its SEC filings cautionary language identifying important factors that could cause actual results to materially differ from those set forth in any forward-looking statements. A more complete discussion of these risks is included in the company's SEC filings which may be accessed on the SEC's website, or on our website at franksinternational.com. There you may also access both the third quarter earnings press release and a replay of this call. Please note that any non-GAAP financial measures discussed during this call are defined and reconciled to the most directly comparable GAAP financial measure in the third quarter 2016 earnings release, which was issued by the company earlier today. With that, I will turn the call over to Gary for his comments.
Gary P. Luquette:
Thank you, Blake, and good morning to everyone on the call. After a deep and extensive down cycle for our industry, we are beginning to see the signs of improvement in commodity prices and in turn, a recovery in our business. While our top-line revenues may have further to go in finding a trough, it appears that we have found a bottom in the U.S. onshore activity and a bottom in the international and offshore activity is in sight, possibly as early as mid to second half of 2017. During this down period, we have made progress in executing on our strategy to maintain share in deepwater markets, expand to underrepresented markets, diversify our offering through acquisitions and control what we can through cost reductions. The complex deepwater well construction market has been and will always be where Frank's has the most competitive advantages in terms of applying our differentiated technology and expertise. These opportunities have seen steep declines as the project economics have become disadvantaged compared to less capital intensive and shorter cycle unconventional onshore and shelf wells. However as part of our strategy to expand to underrepresented markets beyond the deepwater, Frank's is executing on its strategy to become more fully diversified and lower our dependence on the deepwater complex well segment. The recent acquisition of Blackhawk and our market segmentation strategy to target the global onshore and shelf market where we are underrepresented, has diversified our service offering and begun to shift the narrative away from Frank's being simply a play awaiting a deepwater recovery. Although many of these opportunities may not have the same margin profile as the deepwater projects in our portfolio, they are not entirely lacking complexity and can still offer competitive returns on capital and increased utilization of our equipment and our personnel. The execution of our strategy to maintain our share in core markets while expanding our presence in underrepresented markets will enhance our earnings potential and profitability during the current down cycle and position us well in strategic markets in anticipation of a market recovery. Moving on to page five, we'll take a look at the highlights of the third quarter. For the first time since the fourth quarter 2014, we saw sequential total company adjusted EBITDA increase quarter-over-quarter. Despite a 15% revenue decline due to lower tubular sales and activity declines in the European market, Frank's adjusted EBITDA, excluding bad debt expense recorded in the second quarter, improved $1 million or 6% from the second quarter. This increase can be primarily attributed to the cost actions we've taken in previous quarters beginning to work their way through to the bottom-line. Although we have lowered our costs significantly, we have ensured that our ability to respond to a recovery has not been adversely impacted. Since we began taking cost actions in early 2015, we have taken out or will have taken out more than $140 million in costs from base closures, improved supply chain management and by adjusting to a leaner and more efficient workforce. While Frank's has had to play catch-up in some respects to gaining operational efficiencies and lowering its cost, we now believe we have an effective plan in place to better balance our cost with activity levels going forward. In further reference to reducing cost, the results for the third quarter do not reflect any of the approximately $40 million of additional cost actions we announced in September. The incremental cost reductions are more focused on a restructuring of our organization and lowering SG&A while continuing our efforts to adjust in global locations to reflect lower activity levels and reduce margins. Initially these actions were limited to our U.S. onshore locations, but recently we've expanded our base consolidations and related cost savings to international locations. Taking these actions will enable us to maintain a strategic foothold in these important areas but at a overall lower cost structure. We are confident that when the market recovers, we will be able to re-staff and redeploy assets to capture opportunities when they materialize. As previously stated, we expect an additional $40 million-plus in cost actions to be materially completed by the end of the year and we remain on track to deliver these savings that will be more fully reflected in the first half 2017 results. The third quarter also marked early signs of success in our market segmentation and repositioning strategy. For several quarters, we have highlighted our push to expand market share and underrepresented markets to offset some of the decline we've seen in our core markets. As a result of this initiative, we achieved revenue growth in excess of 30% sequentially in the Middle East and Latin America, and in the U.S. onshore segment, we saw revenue growth for the first time in seven quarters as rig counts rebounded off of previous lows. We are optimistic that a return to profitability in the U.S. onshore business is near as our improved cost structure begins to align with some rate increases and growth in rig count. We are pleased to report that we completed our acquisition of Blackhawk Specialty Tools on Tuesday, November 1st. This closing represents an important moment in Frank's history, not only is it our largest acquisition to date but it also offers the next growth story as we diversify our well construction product and service offering beyond tubular services. Page six shows further detail on Blackhawk's recent financial performance and what we believe we can achieve during our integration of the company across Frank's global footprint in quarters to come. During the last 12 months, Black Hawk generated roughly $80 million in revenue and $20 million of EBITDA or 25% of revenue. This compares to Frank's revenue of roughly $580 million and $80 million of adjusted EBITDA or 14% of revenue over the same time period. Although this is below Blackhawk's historic 30% to 40% margin levels and full year 2016 margins are likely to trend down to the lower 20%s or even high-teens, they are still very competitive and will immediately contribute to Frank's cash flow in 2017. A large percentage of Blackhawk's previous earnings were generated in the U.S. as the company did not have the global infrastructure to expand beyond limited opportunities at the request of IOC customers. The mix between rental equipments such as rotating cement heads and diverter subs and product sales such as centralizer subs has been relatively balanced and slightly favor the higher margin rentals. We expect to see a similar trend in product mix as we expand abroad. Another area growth within Blackhawk is in well intervention, which currently represents less than 10% of the company sales. The company's Trinity product line acquired in June of 2014 offers best-in-class bridge plugs, cement retainers, packers and wireline setting tools with applications both offshore and onshore. These tools will also benefit from the opportunity to expand across Frank's global footprint. Ultimately, we see the potential to expand Blackhawk's products and services to approach or equal Frank's global market share in all of the markets we participate in. Over the next few years, we plan to roll out Blackhawk's suite of products and services onshore, on shelf and in the deepwater beginning with select markets in 2017 and 2018 and then to the remaining markets thereafter. Once integration and roll out is completed, we forecast that Blackhawk's contribution to Frank's at mid-cycle levels would be an additional $200 million to $250 million in revenue and 30% to 40% EBITDA margins. We view this as achievable not only through the integration of Blackhawk with Frank's tubular running services business, but also by winning work that are currently being served by competitor TRS providers because of the unique combination of products and services the new company offers to the customer. The Blackhawk acquisition adds diversification in well construction and intervention space and takes advantage of the extensive Frank's global footprint without requiring a significant amount of capital investment to accomplish. As the two companies have their origins in South Louisiana and share many of the same values and principles, we're optimistic that the integration process will move seamlessly and that full integration will occur prior to the year-end 2017. With that, I will turn the call over to Jeff to expand on the financial and operational results during the quarter. Jeff?
Jeffrey J. Bird:
Thanks, Gary. Turning to page eight, I will begin with providing additional detail on changes in the global offshore market we saw during the quarter. Overall, market share fell during the quarter from 19% to 17% of total offshore rig count, excluding platform rigs. 37 rigs left the market in the quarter and Frank's was working on 13 of those rigs. The leading driver of Frank's' slide in global market share is attributed to the floating rig count declining further than the more resilient shelf. Frank's share has grown on the shelf but still remains underrepresented at just north of 11%. In Latin America, Canada and Middle East, we saw revenues increase for the first time in 2016. Increased activity in Trinidad and Eastern Canada boosted revenues despite three Frank's rigs exiting the market. In the Middle East, offshore share remained flat, but the continued ramp-up in land work and the commencement of increased activity in Azerbaijan drove revenues to near third quarter 2015 levels. Share held flat in Europe. However, revenue was down $6 million driven by projects ending ahead of schedule or deferred. While there is an opportunity for increased activity with three new tenders expected in the fourth quarter, current contractor work will likely continue to slow during the remainder of 2016. In West Africa and the Gulf of Mexico, we saw share hold or increase as additional rigs left the market. Both regions have likely not yet reached a bottom, but the declines appear to be slowing towards stabilization based on current discussions with customers on their 2017 plans. Asia Pacific was the only region to see declines in revenue, share and rig count. Reduced work scope and deferrals across the region were responsible for a 15% decline in revenues and some work-offs in Australia negatively impacted market share in the quarter. However, we do expect to see three new rigs to come online in the first quarter of 2017 in Brunei. On page nine is a comparison of our third quarter 2016 financial results to the previous quarter. Revenues from the International and U.S. Services segments combined fell roughly 10% from the second quarter of 2016 to $85 million, mostly in line with our expectations. The Tubular Sales segment dropped 24% as timing of orders were pushed out into the fourth quarter. We still anticipate booking orders in the fourth quarter that will bring the segment flat to slightly down first half over second half of 2016. Adjusted EBITDA for the quarter increased by almost $11 million sequentially or roughly $1 million when excluding the Venezuela bad debt reserve taken in Q2. The increase was attributed to improved margins in Latin America and U.S. onshore from previously completed cost actions. These were partially offset by higher ramp up cost in the Middle East and lower margin work in Europe. This led to a total company incremental margin of 6% in the quarter. CapEx for the quarter increased to $11 million and roughly $30 million year-to-date. In the fourth quarter, we plan to spend another $20 million, of which the majority will be related to the completion of facilities. The total of $50 million for 2016 is another revision downward from the previously stated $60 million. In 2017, we expect operating capital spending excluding facilities to fall below $25 million including spending expectations related to Blackhawk. Operating cash flow turned negative for the first time as a public company as the strong tailwind from improved receivable collection practices began to normalize and roughly $20 million in severance payments were made. Even with the sequential decrease in operating cash flow in Q3, the cash payment related to the Blackhawk acquisition earlier this week and the anticipated dividend payment in December, we still expect to have more than $400 million in total liquidity at the end of 2016. Turning to page 10, we see a more detailed look at the International segment. The 11% decline in the segment can primarily to be attributed to Europe and Asia where projects finished ahead of schedule and less complex work hurt both revenues and margins. As previously mentioned, we saw upticks in activity and revenue in the Middle East and Latin America, but the revenues in the Middle East continue to lag the cost of mobilizing teams and equipment. We expect this trend to reverse in the fourth quarter with acceleration into Q1 2017. West Africa revenue declined less severely in the third quarter and our share of the market was stable, but persistent challenges to project economics in the region suggest that we have further to go before we see a floor in activity. However, margins have begun to stabilize as cost actions are taking hold. Looking at the U.S. Services on page 11, we saw an 8% decline in the segment to roughly $34 million. The U.S. offshore business was supported by only losing two of the six rigs on average, that left the market during the quarter. In the onshore segment, we saw share in our addressable market fall slightly with an influx of rigs, but remain near the 30% level for our addressable market. In addition, revenues increased slightly quarter-over-quarter for the first time in seven quarters on a pickup in activity and some rate increases with certain customers. Adjusted EBITDA in the segment was a loss of $8 million compared to a loss of $11 million in the second quarter. The improvement was a result of lower corporate costs and improvement in U.S. onshore business margins. The onshore business cost actions are taking hold and will accelerate in Q4 and the start of 2017. The offshore margins held up in the quarter remain some of the best across our footprint primarily due to the higher complexity of the projects in the Gulf. Finishing the business segments with Tubular Sales on page 12, we saw revenues fall $20 million or 25% quarter-over-quarter. While we have seen some international quoting activity gain momentum, our core Gulf of Mexico market continues to see softness. Adjusted EBITDA also dropped in the quarter to just below $200,000 as some favorable product mix was offset by fewer deliveries and higher manufacturing costs in the quarter. Looking at the remainder of 2016 excluding Blackhawk, we believe that our global TRS revenues could decline roughly 10% from the third quarter as activity declines in the Gulf of Mexico and West Africa persist. Tubular Sales revenues based on backlog and anticipated deliveries will likely see some sequential improvement. Given these expectations, it would be reasonable to expect our total company revenues to be down another 6% to 8% sequentially with roughly 50% decremental margins until the full impact of the additional cost actions are realized in Q1 2017. Finally, let me address a couple of financial housekeeping items. First, we expect acquisition costs of roughly $15 million to show up in the fourth quarter. These costs include $9 million related to a non-compete agreement settlement. We will also have roughly $10 million in cash severance costs in Q4 associated with the organizational changes. Second, our share count will increase to roughly $220 million by the end of the fourth quarter. This includes the 12.8 million shares related to Blackhawk transaction and the roughly 54 million preferred shares converted to common by Mosing Holdings, Inc. With that, I will now turn the call back over to Gary for final comments. Gary?
Gary P. Luquette:
Thanks, Jeff. Before we open the line for questions, I'd like to turn to page 13 and summarize some of the reasons for optimism about the future of oilfield services in general and specifically Frank's. First, the acquisition of Blackhawk provides an opportunity to increase our time on the rig and substantial growth potential across our global footprint. The well construction and well intervention applications bring differentiated technologies and expertise that span beyond deepwater. Second, the pace of declines in the offshore areas we operate in are showing signs of slowing and could potentially bottom in the second half of 2017. In conjunction with this, we're starting to see results of efforts in gaining share in the underrepresented markets. These wins, while taking time to ramp up, will not only begin to improve our earnings but serve as a growth platform for making Frank's less levered to deepwater recovery and a more balanced well construction company. Market segmentation exercises have given us the blueprint to achieve this without overly diluting our margin profile. By going after the global shelf and onshore opportunities that involve more complex wells, and thus, Frank's more advanced technologies, we can complement our deepwater business with more diversification and competitive margins. Third, rig count in the U.S. onshore business is steadily increasing and it appears that a recovery is underway with commodity prices averaging $45 to $50 a barrel the past few weeks. Because of the depth and the length of the downturn, it is easy to forget that this was a 20%-plus margin business just two years ago. With the adjustments made to lower our costs, more rigs coming back online and some early signs of rate increases that should carry over into 2017, we are confident that we are on the path to profitability once again. Finally, our journey to improve operationally is ongoing both in terms of lowering our cost structure and increasing efficiency. We have built and retained a talented workforce that is focused on improving the way we deliver services to our customers and engage with our suppliers. Although we still have opportunities in front of us, we have invested in the right procedures and infrastructure and are taking the appropriate actions to reap benefits for the remainder of the downturn and into the recovery. In closing, 2017 will not be without challenges, but our strategy to diversify our offerings through acquisition, expand our share in underrepresented markets both geographically and across well types and maintaining our leadership in providing technology advanced solutions for our customers will lead us through the trough of the cycle and position us to outperform in the up-cycle. With that, I'd like to now open up the call for questions.
Operator:
Thank you. And we will now begin the question-and-answer session. And from JPMorgan, we have Sean Meakim. Please go ahead.
Sean C. Meakim:
Hi. Good morning.
Jeffrey J. Bird:
Good morning.
Sean C. Meakim:
So, I was hoping to talk a little bit more about the underrepresented markets. It was interesting to see growing top-line in some of them even while the macro picture is still pretty challenging in some cases, but on the slides it sounds like you're not actually taking share, some cases maybe you're still losing share and something maybe you could just elaborate a little more on the puts and takes for what happened in the quarter in the Middle East and Latin America specifically?
Gary P. Luquette:
Yes. Well, with our market segmentation exercise that we undertook earlier in 2016, we identified certain markets and countries that we wanted to address very quickly and move into. So it's a gain of market share in some of these regions is what you're seeing as a result of our early successes coming into play now.
Sean C. Meakim:
Is there a little more you can offer, I guess, in terms of customer mix or job mix, things like that, to kind of give us a little more understanding of how that's working under the surface?
Gary P. Luquette:
Yes. So we have targeted more of the NOC customers as well as small mix of IOCs, but it's typically more of the NOC customers that are coming into play as well as we're targeting more of a shelf type market and some increase in land operations also.
Operator:
From Credit Suisse, we have Jim Wicklund. Please go ahead. James Wicklund - Credit Suisse Securities (USA) LLC (Broker) Good morning guys and congratulations on the improvement again in the underserved markets. A question on tubulars. I've been asked a question this morning whether or not tubular should be kind of an internal elimination item and questions as to how much of that business – how much of the tubular sold actually Frank's puts in wells. Can you talk about why or why not that needs to be a standalone business and not just an internal elimination for the rest of Frank's?
Gary P. Luquette:
Yeah. In some cases – I'll answer the question as far as the elimination, Jim and then I'll let B.J. answer the question around how often the tubulars we sell we actually are the ones installing it. The tubulars is separate standalone segment. It's primarily Gulf of Mexico right now. In many cases we actually are providing the tubular for someone else to run as opposed to us running it. So we view it very much as a standalone business, but understand your point about it could be elimination, but it's a pretty small percent actually I think that we run. B.J.?
Burney J. Latiolais:
Yes. That is correct, as more of the larger size tubular that we sell, that we currently run. Also, remember we have fabrication services lumped into tubulars also which handles riser fabrication and connections for other companies too, not just the running services but the tubulars. James Wicklund - Credit Suisse Securities (USA) LLC (Broker) Perfect. You saved me making 15 calls to answer that question, so I appreciate it. My follow-up, if I could. Everybody is complaining about the slow pay by customers. Chevron Angola is one that people point at a lot. You guys have operated in Angola. I'm not asking who is slow paying, but are any of the customers such that you think any of this will actually turn into a bad debt expense, or is this just a run up of DSOs until people start paying?
Burney J. Latiolais:
Yeah. My view, Jim, is that it's a combination actually of a run-up of DSOs and mix. So if you think about it as our Gulf of Mexico business has fallen off, those are some of our shortest terms that we have across our entire enterprise. And as we grow in the Middle East and some of the international regions, those tend to be longer-term items. So it's a little bit of run-up in DSO as a result of slower pay but it's just as much mix as it is a run-up in DSO.
Gary P. Luquette:
And I'd just add, we watch very closely our receivables and the customer's ability to pay, Jim, and we watch that very carefully and don't allow that to build too much or start being selective in what jobs we bid.
Operator:
From RBC Capital, we have Kurt Hallead online. Please go ahead.
Kurt Hallead:
Hey, good morning.
Gary P. Luquette:
Good morning.
Kurt Hallead:
I just wanted to follow-up to make sure I understood some of the commentary as it related to the fourth quarter in particular. You referenced that total company revenues would be down around 6%. Was that excluding Blackhawk?
Jeffrey J. Bird:
Yeah, that was excluding Blackhawk. That's Frank's as a standalone entity ex-Blackhawk.
Kurt Hallead:
Right. And then Blackhawk would be contributing about how much in revenue in the fourth quarter?
Jeffrey J. Bird:
Yes. So if you look at the Blackhawk revenue, we would expect the fourth quarter to be probably our share of it, which is two of the three months of the quarter, to be around $10 million and it runs around $1 million a month in EBITDA.
Kurt Hallead:
Okay. That's great. All right. Thank you.
Operator:
From Morgan Stanley, we have Igor Levi. Please go ahead.
Igor Levi:
Hey, good morning.
Jeffrey J. Bird:
Morning.
Gary P. Luquette:
Morning.
Igor Levi:
So we are hearing quite a bit about these super laterals in the Permian which in certain cases are using very high-end drilling technology and even offshore grade drill pipes. So would you be able to talk a bit about whether you're seeing any demand for premium casing services in which case maybe you could start to bridge the gap between U.S. onshore margins and the ones you have offshore?
Burney J. Latiolais:
Yes. We have participated in some of these super laterals as they're being called, and we currently have differentiating technologies that we offer both from our drilling tools line as well as our premium tubular running services line which we're starting to see slight increases in being able to provide those services at better margins.
Igor Levi:
Great. Thank you. And lastly would you mind splitting out the corporate cost or the manufacturing cost as you have done the last two quarters?
Jeffrey J. Bird:
Yeah, we can. On the corporate costs, we're a total of – hold on a second let me grab that number. Corporate costs are a total of $17.7 million, so roughly $18 million in the quarter. And inclusive in those corporate costs are a couple million dollars for ongoing FCPA. That runs about $1 million to $2 million a quarter, roughly, it's a little lumpy and then we've got some investment that we're making as well in HRIS systems. And then from a manufacturing standpoint, third quarter was $1.5 million, so let's call it $2 million in the quarter.
Operator:
Okay. From Howard Weil, we have Blake Hutchinson. Please go ahead.
Blake Allen Hutchinson:
Good morning, guys.
Gary P. Luquette:
Good morning.
Jeffrey J. Bird:
Good morning.
Blake Allen Hutchinson:
I want to make sure I understand your commentary around the – quote unquote addressable market share – in the U.S. basins. Is this simply a reference to what you feel after consolidating you can touch geographically or is that also a comment on work that you'll actually go after in terms of pricing?
Gary P. Luquette:
Yeah. It's really the basins that we operate in today. There're some areas that we've looked at and said they're not strategic from our standpoint. So it's more the basins we can touch and the rigs that we can touch as opposed to the entire market.
Blake Allen Hutchinson:
Okay. That's helpful. And then a lot of talk I want to just ask a follow-up in terms of the under-representative market commentary because I guess in the past it's been an avenue for growth, but perhaps not the level of confidence expressed with regard to traction in this quarter. I guess, if we just broadly kind of bucket what you would qualify as under-representative, if we take a snapshot of the company today so this can help us with the go forward, what would you qualify as, I guess, non-tubular overall percentage of revenue. Are we talking something that we're starting at a 10% or 20% or is it less than that just because your comment in the past have been about that being helpful but kind of lower colorant (33:35) content.
Jeffrey J. Bird:
Yeah. So if you look at the entire shelf market and that's one of the underrepresented markets that we talk about, we're at around 10%, 11% market share today compared to a much greater market share from a deepwater standpoint. We would look for that to expand over the course of 2017 and could even see double that from a market share standpoint as we exit 2017. We've got some early wins. We're not talking about customers right now because we're in the process of ramping up with those customers and the same thing holds true for land and actually the international landside is about the same, about an 8% to 10% market share and we see expansion there as well going forward.
Operator:
And from Wolfe Research, we have Chase Mulvehill online. Please go ahead.
B. Chase Mulvehill:
Hey, good morning.
Jeffrey J. Bird:
Good morning, Chase.
Gary P. Luquette:
Good morning.
B. Chase Mulvehill:
Good morning. So I guess the first question, I was unclear whether you had any bad debt expense during the quarter, sorry if I missed that during the call but did you have any bad debt expense during 3Q?
Gary P. Luquette:
No. It would be de minimis.
B. Chase Mulvehill:
Okay. All right. And how big was the favorable inventory adjustment in Tubular Sales. Was that material?
Gary P. Luquette:
$400,000.
B. Chase Mulvehill:
Okay. All right. And then so when we think about – you talked about decrementals in 4Q that's sequential versus 3Q, correct?
Gary P. Luquette:
Yes.
B. Chase Mulvehill:
What's the 3Q number we should be using, it's negative $3.1 million?
Jeffrey J. Bird:
Yes.
B. Chase Mulvehill:
Okay. All righty. Last one, when we look out to 2017 can you kind of walk us through kind of the puts and takes as you see it for the offshore TRS business?
Jeffrey J. Bird:
Sure. I'll give the macro view, I guess, from that standpoint and then I'll let Gary and B.J. jump in with a little bit more color. So if we look at the deepwater side offshore, we really see that continuing to decline off the fourth quarter run rate. And I don't think that surprise. I think most folks are saying that by mid-year, that'll start to stabilize and bottom out and then we'll start to see some recovery in the back half of 2017. Shelf has been resilient. We think shelf will continue to be resilient. We're looking more at share gains there, if you will, in 2017. And likewise you didn't ask but I'll comment. On the land, on both U.S. land and international land, we're starting to see activity increases and we're actually starting to see some price recovery as well there. Our challenge is obviously balancing that deepwater decline with the gains that we expect in the shelf and land.
B. Chase Mulvehill:
Thank you.
Gary P. Luquette:
I might just add what you have just said. Yeah, our visibility right now in 2017 is very limited only because our major customers are in the early stages of budgets. And although we pickup through all of our customer contacts kind of what the optimism or pessimism is for 2017 commodity prices until those budgets get finalized, we're not going to know for sure, but I think the way Jeff characterized the macro setup that's generally how we are planning our business. The real opportunity set for us next year in changing our own internal dynamics is the success we have in penetrating those underrepresented markets and the ramp-up of the Blackhawk product and service line across our international footprint. Those are the x factors.
Operator:
And from Credit Suisse, we have a follow-up from Jim Wicklund. Please go ahead. James Wicklund - Credit Suisse Securities (USA) LLC (Broker) I was going to ask a question about the deepwater, but it got answered. So thanks.
Jeffrey J. Bird:
Okay. Thanks, Jim.
Operator:
We have a follow-up from Chase Mulvehill. Please go ahead.
B. Chase Mulvehill:
All right. Thanks. I'll squeeze one more in. Sorry.
Jeffrey J. Bird:
Yeah. No worries.
B. Chase Mulvehill:
On the cost cuts, $40 million that's annualized, right? And so that's $10 million a quarter?
Jeffrey J. Bird:
That's correct. Yes.
B. Chase Mulvehill:
So that kind of starts flowing through in 1Q. Can you talk about if that's a fixed number, if we should just take that, basically add that back to EBITDA? And how do we think about splitting that between the different segments?
Jeffrey J. Bird:
Yeah. We'll have to come back to you on how it splits out to the different segments, but broadly speaking, the $40 million would be an add back in 2017. It'll ramp throughout 2017. So we'll have a large chunk of that $40 million in Q1 and then be in full mode by Q2. If I think about the break between International and U.S., it's probably about 50/50 actually between International and U.S. Services. Most of it is being executed in the fourth quarter.
Operator:
And we have a follow-up from Sean Meakim. Please go ahead.
Sean C. Meakim:
Hi. Just one more point of clarification on the cash burn in the quarter. There're several moving parts and I was just hoping you could help us bridge the gap from the adjusted EBITDA number to the reconciliation on free cash in the release. Collections were slowing that's a big drag, but working capital seemed like there was an overall a net benefit. Just trying to tie all those pieces together, Jeff, maybe you could help us with that?
Jeffrey J. Bird:
Yeah. I mean I'll give you a couple of the highlights and then I might – maybe with Blake you can go back and work that reconciliation a little more offline. I think a couple of the elements that are in there right now is the $20 million in restructuring in the quarter is a fairly sizable adjustment in the quarter. You're right. Net receivables was a $20 million drag. That's a little bit of the mix shift that we talked about in the quarter. And then overall if you look at working capital, there's some improvement. Some of the EDC burn that we had or coming out that we had kind of offsets the working capital decline in DSOs.
Sean C. Meakim:
Okay. Yeah. Will talk to Blake. Great. Thank you.
Operator:
And we have no further questions at this time. We will now turn the call back to Gary Luquette for closing remarks.
Gary P. Luquette:
Okay. Thank you, Brandon, and thanks to all on the call today for your interest in Frank's and for participating in today's call and we'll disconnect now. Thanks.
Operator:
Ladies and gentlemen, this concludes today's conference. Thank you for joining. You may now disconnect.
Operator:
Welcome to the Q2 2016 Frank’s International N.V. Earnings Conference Call. My name is Ashley and I will be your operator for today’s call. [Operator Instructions] Please note that this conference is being recorded. I will now turn the call over to Blake Holcomb, Director of Investor Relations. Blake, you may begin.
Blake Holcomb:
Thanks, Ashley. Good morning, everyone and welcome to the Frank’s International conference call to discuss the second quarter 2016 earnings. I am Blake Holcomb, Director of Investor Relations. Joining me today on the call are Gary Luquette, President and Chief Executive Officer; Jeff Bird, Executive Vice President and Chief Financial Officer; and John Walker, Executive Vice President of Operations. We have posted a presentation on our website that we will refer to throughout this call. If you would like to view this presentation, please go to the Investors section of our website at franksinternational.com. Gary will begin today’s call with operational highlights and an overview of the quarter. Jeff will then provide additional detail on our operation’s financial results. Gary will conclude with his closing remarks. Everyone will be available for questions after prepared comments. [Operator Instructions] Before we begin on commenting on the second quarter results, there are a few legal items that we’d like to beginning on Page 3. First, remarks and answers to questions by company representatives on today’s call may refer to or contain forward-looking statements. Such remarks or answers are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Such statements speak only as of today’s date or, if different, as of the date specified. The company assumes no responsibility to update any forward-looking statements as of any future date. The company has included in its SEC filings cautionary language identifying important factors that could cause actual results to materially differ from those set forth in any forward-looking statements. A more complete discussion of these risks is included in the company’s SEC filings, which may be accessed on the SEC’s website or Frank’s website at www.franksinternational.com. There you may also access both the second quarter earnings press release and a replay of the call. Please note that any non-GAAP financial measures discussed during this call are defined and reconciled to the most directly comparable GAAP financial measure in the second quarter 2016 earnings release, which was issued by the company earlier today. I will now turn the call over to Gary for his comments.
Gary Luquette:
Thank you, Blake and good morning to everyone on the call. During the first half of 2016, we saw market conditions continue to deteriorate in almost every part of our operations. Although commodity prices have risen above the lows we have seen in the first quarter, the next move upward appears to be facing headwinds as the market remains oversupplied. And correspondingly, demand for our services remains soft, particularly offshore. Rig activity has declined in all areas year-to-date with the exception of a few pockets where customer investment has been more resilient. As we enter into the second half of ‘16, we are beginning to see some green shoots in key unconventional plays in the U.S. onshore business suggesting that the worst maybe behind us in this area. However, despite these early signs of recovery, further weakness everywhere else tells us that we still have significant challenges ahead. The offshore and the international work that remains is less complex and thus will be at lower rates, resulting in pressure on margins below those we have seen historically. Nonetheless, a U.S. onshore market bottom can indicate that other areas may soon be set to recover even if the lag in the rate of recovery extends over a period of several quarters. On Page 5, we lay out a very simplistic view of what a recovery could look like if things continue to progress in lines with customer feedback, which shapes our ultimate view of the market. It begins with a slow and steady second half recovery in the U.S. onshore, where we have seen a 10% increase in rig count from the last week of Q2. Next, we will most likely see some recovery in rates as the demand for services increases with the addition of rigs. We expect to see an increase in the international activity by mid 2017 as governments look to replenish some of the lost revenues with lower risk projects. Similarly, we would expect shelf and shallow water activity to follow suit in mid to second half of 2017. Finally, barring any significant breakthrough in the cost of development that would substantially improve project economics or a significant increase in the current strip, we would expect growth in the complex deep and ultra-deepwater to be delayed until 2018 at the earliest. While a recovery in the deepwater ultimately means a recovery for Frank’s core offshore business, we plan to bridge some of the gap with increased sales in markets where we are underweight, further reductions in operating costs and through product and service diversification. With respect to increasing share in underrepresented markets, we have seen some early success with contract wins in the Middle East, an active area where our previous market share was below 10%. With respect to diversification, we have identified some targets for acquisition and are in active discussions. As we have stated before, although we have the financial capacity to acquire, we will be selective and focused on value plays that align well with our long-term growth objectives. Moving on to Page 6, I will provide some highlights for the second quarter. The steady declines in revenues from our tubular running service business that began in the first quarter of 2015 eroded well beyond our expectations in the second quarter of ‘16. Across all of our regions, we saw double-digit revenue declines sequentially. Regional declines range from 13% to 50% quarter-over-quarter, and total company adjusted EBITDA dropped below breakeven on a consolidated basis for the first time since the downturn began. Rig roll-offs associated with completed projects, combined with unexpected cancellations or deferrals in our two largest markets of West Africa and the Gulf of Mexico, represented 80% of the revenue decline and 45% of the EBITDA decline from the first quarter. Also during the quarter, we took a $9.7 million reserve related to receivables in Venezuela. The troubles related to collections of receivables in Venezuela, has been well documented across our industry. In response, we have taken the appropriate step to curtail our operations to be more in line with collections. However, we felt the prudent course of action was to take a reserve as we continue to work towards an agreeable solution for both parties going forward. Finally, in our continued efforts to lessen the impact of the activity and price declines, we took further cost reduction actions in the second quarter. These actions now increase our total estimated cost savings to over $100 million annualized from 2014 levels. This is up from the previously estimated $75 million with roughly two-thirds of the savings considered sustainable. With that, I will turn the call over to Jeff to expand on the financial and operational results during the quarter. Jeff?
Jeff Bird:
Thanks, Gary. Turning to Page 8, I will begin with providing additional detail on changes in the global offshore market we saw during the quarter. Overall, market share fell during the quarter from 22% to 19% of total offshore rig count, excluding platform rigs. 25 rigs left the market in the quarter and Frank’s was working on 22 of those rigs. This was in stark contrast to previous quarters when the rigs leaving the market were predominantly competitor serviced rigs and more in line with our regional market share. Despite Latin America seeing little change during the quarter from a share perspective, delays in Brazil and Mexico drove revenues lower. Likewise, Asia-Pacific share held relatively flat, but a steep decline in Sakhalin and deferred work in Malaysia caused revenues to fall during the quarter. In Europe, share was down slightly and we expect to see Europe deteriorate the remainder of 2016 as North Sea rigs are scheduled to finish projects in the coming months. The Middle East saw an increase in share as we continue to make further inroads into that market. We are confident that ramp ups efforts during Q2 in Baku and additional business in the UAE will bear fruit in the back half of 2016 and beyond. We expect this to offset the majority of our declines in Europe. However, the biggest change in our market share during the quarter was in West Africa and the Gulf of Mexico, where we saw the greatest number of rigs exit the market and Frank’s being disproportionately impacted. Frank’s was working on 80% of the rigs that stopped working in these markets during the quarter. These two regions offer some of the most complex wells playing to Frank’s strength. As a result, Frank’s has enjoyed higher than average margins and share in these regions. However, a combination of lower rig day rates and fewer complex wells have driven customers towards our lower and less profitable technology solutions. This has dramatically impacted our revenue per rig and as a result our EBITDA margin from the peak of the margin – of the market in late 2014. Turning to Page 9, we will more closely look at how these markets have been impacted since the peak in the fourth quarter of 2014. At the peak, in West Africa, Frank’s held more than 60% market share and accounted for nearly 45% of our international segment revenue and 50% of segment EBITDA. Rigs in West Africa are down from the peak 46% and our revenue decline is roughly 75%. Revenue declines outpaced rig declines as poor results in complex, pre-salt exploration shifted the market to less complex wells and steep pricing concessions were required to compete for share in the market. We see a similar, but less severe theme in our Gulf of Mexico operations. At the peak in late 2014, we had more than a 60% market share and EBITDA margins above 50%. Floaters in the Gulf of Mexico have since fallen approximately 40% and our revenue has declined roughly 60%. This is largely on shifts in the market to less complex wells and pricing concessions required to sustain business. We continue to be a leader in the U.S. Gulf of Mexico, but more of our customers are stacking rigs and in some cases, on short notice. The competition for operators in the market has intensified and higher margin opportunities are narrowing. Although we do not believe the Gulf of Mexico is as challenged as West Africa, we do expect to see further deterioration in the Gulf of Mexico. Stepping back to summarize, a majority of the global offshore markets remain challenged at current oil prices and we will likely see continued declines for the remainder of 2016. On Page 10 is a comparison of our second quarter 2016 financial results to the previous quarters. Revenue from the International and U.S. Service segments combined fell roughly 28% from the first quarter of 2016 to $94 million, falling materially short of our expectations as revenue declines accelerated in Gulf of Mexico and West Africa. Tubular Sales segment rebounded during the quarter, leading the company to total revenues down 21% compared to first quarter. Adjusted EBITDA for the quarter fell sharply from $32 million to a loss of nearly $14 million. Absent the Venezuela bad debt reserve, the steep sequential decline in earnings can be attributed to mobilization costs in the Middle East and higher corporate costs. Additionally, cost reduction efforts in the international segment are lagging revenue declines as notice periods in these regions tend to be longer. This created a de-leveraging of 140% in the quarter. We expect this trend to reverse in the coming quarters and while we continue to adjust our cost base to match current activity levels, cost actions going forward will require more difficult structural changes. Lastly, despite all the difficulties mentioned, the company was still able to deliver positive free cash flow during the quarter. Turning to Page 11, we see a more detailed look at the international segment. The 31% decline in the segment can primarily be attributed to West Africa where the decline in rig count we anticipated was coupled with additional projects finishing ahead of schedule. 80% of the drop in adjusted EBITDA can be attributed to West Africa and Latin America, where the reserve for bad debt was incurred. Even excluding the reserve, an adjusted EBITDA margin of 10% was well below the margins we had been realizing in this segment. The European and Asia Pacific markets were the most resilient markets during the quarter in terms of rig count, share and revenue. The Middle East continued to be a bright spot in terms of opportunity to gain share and increased activity. Frank’s investments in Q2 to mobilize equipment and ramp up operations should yield benefits in the coming quarters. Latin America continues to feel the impact of drastic budget cuts by national oil companies, putting future projects in doubt for the near-term. Looking at the U.S. Services on Page 12, we saw a 24% decline in the segment for the second consecutive quarter to roughly $37 million. As previously mentioned, the majority of rig declines impacted Frank’s specifically and drove the offshore performance lower. In the onshore segment, we saw share in our addressable market increase above 35% for the first time. In addition, revenue declines of 17% outperformed rig declines of 23% during the quarter. Adjusted EBITDA in this segment was a loss of $11 million. It was overwhelmingly driven by $7 million of higher corporate expenses related to compliance and operational efficiency improvement initiatives. The offshore margins held up in the quarter and the onshore continued to experience a loss of approximately $1 million per month. Finishing the business segment with Tubular Sales on Page 13, we saw revenues rebound almost $27 million. The 22% increase came as a result of steady Gulf of Mexico orders and a slight up-tick in the land and select international markets. Adjusted EBITDA also reversed course in the quarter, turning to approximately $2 million or 6% of revenue. Helping to boost margins in this segment were lower manufacturing costs compared with the first quarter of 2016. In closing on Page 14, I will comment on our second half of 2016. In regards to our outlook for the remainder of 2016, we expect West Africa and the U.S. Gulf of Mexico to be a drag on our financials for the remainder of the year. We also anticipate the European market will be materially lower as 11 mobile rig departures in the North Sea are expected by the first quarter of 2017. Although there are a number of tenders expected during this period, conditions are likely to worsen over the next 12 months and tenders could be deferred or canceled entirely. In Latin America, Asia Pacific and U.S. onshore business, we are not anticipating significant improvement over the next six months. But any upside seen likely will – any upside seen will likely occur in the lower risk onshore business prior to seeing increased activity offshore. The Middle East and Tubular Sales are most likely to see improvement during the second half of the year leading to – leading into 2017. Several key projects are expected to commence activity, both onshore and offshore in the Middle East that would lead to increased revenues in that market. Based on our interactions with customers concerning project and rig plans, we believe that our global TRS business revenues will likely be down 20% to 25% in the second half of 2016 compared to the first half. Although the Tubular Sales business may fluctuate quarter-to-quarter, we believe this segment to generate flat to slightly positive revenues second half ‘16 over first half of ‘16. Given these expectations, it would be reasonable to expect our total company revenues to be down in the mid-20s percent range with a roughly 60% decremental margin in the second half of the year. Most recently, we made the decision to defer capital spending on our new operations facility in Lafayette. This will now bring our total CapEx spend for the year to $60 million, down from $75 million. The majority of the $60 million spend will be towards finalizing our administrative facility and finishing tools and equipment in the completion. Additionally, as we noted in our press release this morning, the Board made a decision, based on management recommendation, to reduce the dividend by 50% to $0.075 per share from $0.15 per share. The challenging environment and the continued uncertainty of revenues and cash flow make this the right decision. We believe this affords us the flexibility to use the company’s strong cash balance in other ways that will lead to long-term value creation for our shareholders. Based on our current assumptions, we are confident that the revised dividend will be sustainable through the trough of the cycle and do not anticipate any further reduction. Finally, we will make the cost changes – we will make changes to our cost structure, global footprint and go-to-market capabilities that will significantly enhance our cost structure to better align with activity over the medium-term. With that, I will now turn the call back over to Gary for some final comments.
Gary Luquette:
Thanks Jeff. To summarize, even amid a very challenging environment for all in the oilfield services sector, we have been through market cycles before and know a recovery is in the future. As a result, we are positioning the company to resume its sector leading financial performance when the recovery occurs. In the interim, we have at our disposal several levers that will enable us to make significant progress towards this objective. The first lever is market expansion. Opportunity still exists to grow our share in underrepresented markets. As previously mentioned, we currently represent 35% of the addressable U.S. onshore market and are well positioned to participate in what we believe will be the first market to recover. We have also made meaningful inroads in the Middle East through new contracts and we are well positioned to capture additional business in other international land and shelf markets. The second lever involves further reducing our cost of delivering our services and we plan to provide more details in the third quarter as these new plans are firmed up. With significant changes in the market landscape over the last 21 months, we must reevaluate our global footprint and the supporting structure with an aim to lower costs without compromising quality and reliability. Finally, the third lever involves augmenting revenues through diversifying our product and service offering and extending our time on the rig. Evaluating acquisition opportunities has been a regular topic of discussion over the past 12 months given our strong balance sheet. Obviously, in a market that continues to soften, picking the right time to make an acquisition is critical in obtaining the right value. Some of our actions taken this quarter will help us to preserve our balance sheet strength and will enable us to capture the opportunity when it presents itself. We have suggested in previous quarters that we will not waste this downturn and will focus on controlling the things that we can control. At Frank’s, taking the steps necessary to lower our cost, improve our efficiency and increase our market position in anticipation of the eventual market recovery will enable us to deliver superior returns to our investors for years to come. Before opening the line to questions, I want to advise you that this will be the last call that John Walker will be participating in with Frank’s. After nearly 30 years of distinguished service at Frank’s, John is leaving the company to pursue other interests. John will depart the company in August and we wish John much success in his future endeavors. Upon John’s departure, all of his areas of responsibility will report directly into me. With that, I would now like to open the call up for questions.
Operator:
Thank you. [Operator Instructions] And from JPMorgan, we have Sean Meakim.
Sean Meakim:
Hi, good morning.
Gary Luquette:
Good morning.
Sean Meakim:
Well, first is that I want to say to John congrats on your career and certainly best of luck going forward.
John Walker:
Thank you. I appreciate that.
Sean Meakim:
So, just to start off on the Gulf of Mexico, during this earnings season, we have been hearing some conflicting feedback, I think on what activity could look like going forward. I mean, you pointed out you are expecting more challenges in the second half. Just curious when do you think deepwater activity reductions in the Gulf of Mexico finally abate? So, is it a timing issue at this stage or really it’s still tied to the oil price?
John Walker:
Sean, I would say it’s still tied to the oil price. But in the second half of this year, the visibility that we have is further contraction in the Gulf. And I would say that our current contracts or projects are – that we have firm contracts for are just continuing to roll off. In the Q1, Q2 event, we had a significant amount of unscheduled contracts that had just come to an end. And talking with our customers, this is continuing right through to the end of ‘16 so that’s about as much visibility as we have.
Sean Meakim:
Okay, fair enough. And then maybe for Gary or Jeff just to touch on the dividend cut, how do we think about today’s decision informing uses of cash going forward? It sounds like from what you said liquidity is the priority at the moment, but also the language and tone seems to indicate maybe a shift in your confidence in terms of the M&A pipeline. Is that a fair assessment?
Gary Luquette:
No, I wouldn’t say our confidence has shifted. I would say that bid/ask spreads continue to narrow and we are at a point now where we are in discussions with multiple parties and our confidence is increased in our ability to be able to do something that is value accretive to Frank’s. And I think this is just a prudent action to take. And I think the board agrees that keeping our powder dry in a market where you are seeing the bid/ask spreads start to converge and with our ability to be able to accomplish some of our longer term growth objectives, it’s just the right thing to do and not be short in a time where opportunities are going to be abundant and opportunities to move maybe upon us.
Sean Meakim:
Got it. And just to maybe not parse it too thin, but if you were to rank the drivers of, one kind of being more defensive as the business is deteriorating more than you thought versus becoming more optimistic given where we are in the cycle, kind of which would you rank as having a higher priority in terms of driving that decision today?
Gary Luquette:
Well, I don’t think our priorities have changed any, so we continue to want to fund the dividend albeit at a lower level now, but at an appropriate level, we want to take care of any organic capital requirements we have internal and we want to have the capacity to move in the market in the M&A space. And I would say those three in rank have always been kind of our priorities and continue to be.
Operator:
Thank you. And our next question comes from Ian MacPherson from Simmons.
Ian MacPherson:
Thanks. Good morning. John, I would also like to offer my congratulations and thanks for all your help over the past few years.
John Walker:
Thank you.
Ian MacPherson:
Jeff, is the guidance you gave for 60% decrementals just to clarify that 60% decrementals companywide EBITDA second half over first half?
Jeff Bird:
That’s correct. Obviously, for the first half, you would need to add back the Venezuela bad debt reserve and then it would be 60% decrementals off that with top line down 20% to 25%.
Ian MacPherson:
Okay. Do you envision that your cost reductions kicking in such that your margins could be better in the fourth quarter than the third quarter or is that going after too much detail at this point? I am trying to think about your path towards EBITDA breakeven and how and when that might occur?
Jeff Bird:
Yes. It probably is a little more detailed than we have right now. But as I mentioned, the significant drop-off we saw in our international segment means that some of the cost actions that we took in the international segment are clearly going to lag. So, we will start to see the benefit of some of those in Q3 and Q4. The more structural changes that I talked about and Gary talked about are likely to be executed sometime in Q4 with real benefit kicking in more Q1 next year.
Ian MacPherson:
Okay. One of the helpful elements that you provided last quarter was the allocation of corporate overhead that burdened your U.S. services margins. If I missed it, could you repeat that for the second quarter or is that something you could give?
Jeff Bird:
Yes, yes, that’s $19 million for the second quarter and that was up Q-on-Q, up primarily because of compliance-related activity as well as we do have a couple of improvement initiatives that we are working on as well that we think will have long-term benefit for the company, but a little bit of cost now for us.
Operator:
Thank you. And next from KeyBanc Capital Markets, we have Robin Shoemaker.
Robin Shoemaker:
Yes, thanks for your candid outlook on the market. And I wonder if in – as this downturn progresses, if there is any kind of changes you would cite in the competitive landscape, I mean, with your primary competitor or others either in the land or offshore market. I think what you explained was that in this last quarter, you were just particularly affected because a lot of rigs that went down were Frank’s rigs versus competitors. But would you have any comments on changes in the competitive landscape through this downturn and particularly this year?
Gary Luquette:
So in the land market, clearly we are seeing a change in the landscape just because more and more players are dropping out. And so the competitive base is shrinking. Although I would say the commercial behavior from our customers as well as our competitors seems to be rather consistent and we really don’t see any signs in the short-term that we are going to see rate recovery because what tenders are out there, fewer players are bidding against them, but at very aggressive rates in order to keep equipment and keep people busy. For the offshore, we haven’t seen a significant change in behaviors or the competitor base. As we mentioned in our remarks, it’s unfortunate that we had the lion’s share of the contraction just because of the rigs that rolled off were completed and the fact that we were on those rigs. So nothing that you could point to there that would say competitor behavior is shifting, competitor mix is shifting. It’s just in previous quarters we might have benefited from being slightly advantaged in contraction. This is a quarter where we have been more disadvantaged due to contraction.
Robin Shoemaker:
Right, that’s what I kind of surmised. But you also mentioned a – sort of that job complexity is somewhat less and so that revenue per job or – is declining, is that coming under the heading of a cyclical phenomenon or is there something more long-term related to that?
Gary Luquette:
No, I think it’s more cyclical. Obviously, project economics in the deep and ultra-deep were more challenged than the shelf or even some of the deepwater wells that are less complex require less complex completions and thus the follow-on to that is it requires less technology from a company like Frank’s, which is where we enjoy our advantage. So I think well complexity, by and large with some exceptions, is driven by project economics that’s tied directly to commodity prices. So as prices recover, eventually our customers will go towards the more complex, higher risk wells that represent bigger return. But in a time where capital is constrained, they are trying to minimize risk and targeting less complex, less expensive wells.
Operator:
Thank you. From Credit Suisse, we have Jim Wicklund.
Jim Wicklund:
Good morning guys, John, too congrats. Anybody who gets to retire and still keep working is a hero in my book. So congratulations.
John Walker:
Thanks Jim.
Jim Wicklund:
Guys, do you need to change like the scope and the size and the capability of your tools in the current and expected markets, I mean, we are drilling wells faster where the completions are given higher production and recoveries, rigs of the future are being promised by many. And this is mainly for onshore, but the offshore market is still more automated and more computer controlled than ever, I mean we are making it simpler, but more productive, do you have to change your CapEx over the next few years to accommodate a different market that’s simpler, but more productive like everything else we are seeing in the business?
Gary Luquette:
Jim, it’s a great question. And I will say that I am going to qualify my answer by saying I – Frank’s has for a number of years been locked in on where the seventh generation and ultimately, the eighth generation drillship is going. We have a very good relationship with our customers. There is good information exchange as to what well requirements of the future are going to be and that is one area where I would say we are all over it. However, what has changed quickly has been the dynamics and the requirements in the onshore market. And we have talked about this before, but one of Frank’s challenges, when you have a company that professes to have more technology than the competition and can ultimately offer a lower cost of ownership for the wellbore in the U.S. onshore because of the manufacturing process that’s happening in the leaning of the drilling process, time and money is everything. And so we are now investigating is there a way that we can reshape our footprint on a U.S. land rig and make it more compact, more streamlined and more cost effective in addition to having some superior aspects to it that might help with overall cost of ownership. So I know that’s a long winded answer to say, I think in the U.S. onshore in the next couple of years we are probably going to have to invest to retool to be a superior player in a market that’s become very commoditized, but I think for the shelf and the offshore markets, we are in great position.
Operator:
Thank you. From Howard Weil, our next question comes from Blake Hutchinson.
Blake Hutchinson:
Good morning guys.
Gary Luquette:
Good morning.
Blake Hutchinson:
Just I wanted to start, I mean certainly the notion that well complexity and your ability to provide kind of Frank’s proprietary or premium content was certainly under pressure as the year has proceeded, is there any way to help us understand maybe as a portion of the revenue stream or a portion of your share in major markets like West Africa and the Gulf of Mexico, how that’s kind of waned here, is it – again, is it maybe a percentage of those jobs or percentage of the revenue streams, so we can understand what we are seeing in terms of that shift?
Jeff Bird:
Sure. So if you go back and look at the peak at the end of 2014 to the second quarter now, you can really divide it into really kind of three buckets if you will, of revenue decline. One of those is purely activity related and about 50% of that overall revenue decline is just purely activity related. About 25% of that decline is well complexity related and the last 25% is price concession related. So the way to think about it is 50% just purely activity related with the other 50% being a combination of lower revenue per rig due to complexity and lower revenue per rig due to price concession.
Blake Hutchinson:
Okay. And that would be your kind of assessment of the franchise overall rather than any particular basin?
Jeff Bird:
Yes. That’s just the overall offshore. When you look at offshore, that’s the overall mix that you see.
Blake Hutchinson:
Okay. Thank you. And then understanding that the next step in the cost containment processes is structural, I am not asking for anything hard and fast, but just understanding what you are grappling with, I mean should we be thinking around the fact that major markets like West Africa, the Gulf of Mexico, perhaps even Europe, you do have more of a fixed cost structure that needs to be addressed and that’s what takes a little more time and assessment of how to – I don’t want to say dismantle, but make it a little bit on a leaner structure?
Jeff Bird:
Yes. That’s exactly right. So you look today and we are in 60 countries. So we are going through a country-by-country analysis of where do we need to be and how are we properly positioned in those countries. And in some cases, it might mean a smaller, leaner operation. In some cases, it might mean shared services. In some cases, it might mean we are not in a certain country because we just don’t see the future there. So we are going through that exercise now. As you can imagine, it’s not a one week or two week exercise, it’s a multi-month exercise, which is why as Gary commented, we will be talking about it on the third quarter call.
Operator:
Thank you. Next from Barclays, we have David Anderson.
David Anderson:
Thanks. Gary, can you talk a little bit about the shallow water business, you have talked about getting into that business previously a couple of quarters ago, I am just wondering if that started to bear fruit yet. And also if you could expand on some of the – on how you are progressing moving into some of the other new markets, you mentioned the Middle East and that’s been picking up, but if you could provide a little color on those two subjects?
Gary Luquette:
I am actually going to tap into John’s experience. He has been front center in this space. So John, why don’t you handle that one?
John Walker:
Sure. So first I would say that Azerbaijan, although we had a little bit of delay in Q2, we see the Azerbaijan picking up in the second half of this year with known contract, multi-year contract. And that moves us into the – some of the semis, but the jackup side of the business. Specifically in the Middle East, we have had success thus far entering into additional market share around the land opportunities. But a lot of these national oil companies, as you are aware have a multitude of offshore jackups and we have actually proven to-date that once they see our service quality, the – it all becomes around rig allocations at that point. And we have been allocated more recently this quarter to begin in the second half of the year the offshore jackup side. So there is definitely opportunity there. We feel confident that the asset is well positioned with the workforce as well as the asset base. It’s just going to take to get the comfort with the NOCs. And then at that point, we also have an opportunity and this is unique to our company is that we have proprietary equipment that we can show the NOCs what the total cost of ownership really looks like and how we can actually minimize the cost. So there is definitely opportunities in the Middle East for us going forward.
David Anderson:
And maybe a different question on the U.S. land business, obviously it’s a much smaller business here. We don’t have a great – we don’t have great visibility on what tubular running services looks like. You mentioned 35% share in that market. Can you give us a sense as to like what utilization looks like? Obviously, we talked about pressure mounting all the time. But in terms of that business, where is utilization right now in maybe the cold stacked equipment? I am just trying to get a sense as to how we should think about utilization versus pricing over the next 12 months?
Gary Luquette:
Yes, that one is a tough one, because some of the capacity that you could consider idle has actually gone away, because some of the smaller regional players or local players have dropped out. But I have always looked at it as when you look at it the other way and say well, what is the opportunity to grow, you look at rig count, you look at well count and that’s a great proxy for tubular running services’ opportunity space. And I would say we have all tracked the U.S. onshore rig count and we are probably down 60% relative to the peak. Now, I would assume that not all of that upside is going to be idle capacity, but there is a significant amount that is out there that at some point is going to be a competitor. What we are hopeful in Frank’s and what we have planned in terms of the recovery is to keep as much of our asset base and as much of our capability busy and on the warm ready to run when the market improves. And we are pretty convinced that a lot of our competitors certainly the regional and local guys are not going to be in that shape and it will take a while for them to rehire and retrain and recertify before they can go to work.
Operator:
Thank you. [Operator Instructions] And now we have Brad Handler from Jefferies.
Brad Handler:
Thanks. Hi, guys. I guess just a couple of cost questions from me, please. I just want to make sure I am clear on your message. You made reference – maybe it was Jeff, I can’t remember, but you made reference to having a sort of upped your cost cutting to more like the $100 million a year level. And I guess of that, $75 million is sustainable. So, please correct me if I didn’t hear that right? But that’s already additional steps you have identified, is that right?
Jeff Bird:
Those are additional steps that we have identified. Now, as I said those were done throughout the course of Q2 and some of those are literally being executed in early Q3 as well just because of notice periods. So, those are steps already identified. So, the structural changes that we talked about would be on top of that $100 million.
Brad Handler:
Okay, right. And that’s where you are still in – and you are still in that sort of process of realizing and discovering what you can do?
Jeff Bird:
Exactly.
Brad Handler:
Okay, okay. Understood that. Maybe, Jeff, we – you mentioned the corporate overhead, and thanks for the detail. It sounded like those were plausibly kind of expenses that are now past you. Does – should we expect corporate overhead to go back down to, say, $10 million in Q3?
Jeff Bird:
Yes, I don’t think it will go down quite that quickly. I think we will see that kind of go down as we – by the end of the year probably to more of a $15 million – $13 million to $15 million range, but it’s not going to go down to a $10 million until probably sometime next year we would be on that type of run-rate.
Brad Handler:
Okay. I think that’s all for me. I will turn it back. Thank you.
Operator:
Thank you. And we have no further questions. I will now turn the call back over to Gary Luquette, CEO for closing remarks.
Gary Luquette:
Okay. Thank you for your time and your interest in Frank’s today and ongoing. We will conclude today’s call then and again thanks for your interest.
Operator:
Thank you. Ladies and gentlemen, this concludes today’s conference. Thank you for participating. You may now disconnect.
Operator:
Welcome to the Q1 2016 Frank's International N.V. Earnings Conference Call. My name is Vanessa and I will be your operator for today's call. [Operator Instructions]. Please note that this conference is being recorded. And I will now turn the call over to Mr. Blake Holcomb. Sir, you may begin.
Blake Holcomb:
Thanks, Vanessa. Good morning, everyone, and welcome to Frank's International conference call to discuss the first quarter of 2016 earnings. I'm like Holcomb, Director of Investor Relations. Joining me today on the call are Gary Luquette, President and Chief Executive Officer; Jeff Bird, Executive Vice President and Chief Financial Officer; and John Walker, Executive Vice President of Operations. We have posted a presentation on our website that we will refer to throughout this call. If you would like to view this presentation, please go to the Investors section of our website at franksinternational.com. Gary will begin today's call with an operational highlights and overview of the quarter. Jeff will then provide additional detail on our operations and financial results. Gary will then conclude with his closing remarks. Everyone will be available for questions after the prepared comments. In the interest of time, we ask that you limit yourself to one question and one follow-up question during the Q&A session. Before we begin commenting on our first quarter results, there are few legal items we would like to cover, beginning on page 3. First, remarks and answers to questions by Company representatives on today's call may refer to or contain forward-looking statements. Such remarks or answers are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Such statements speak only as of today date, or, if different, as of the date specified. The Company assumes no responsibility to update any forward-looking statements as of any future date. The Company has included in its filings cautionary language identifying important factors that could cause actual results to be materially different from those set forth in any forward-looking statements. A more complete discussion of these risks is included in the Company's SEC filings, which may be accessed on the SEC's website or on our website at franksinternational.com. There you may also access both the first quarter earnings press release and a replay of this call. Please note that any non-GAAP financial measures discussed during this call are defined and reconciled to the most directly comparable GAAP financial measure in the first quarter of 2016 earnings release, which was issued by the Company earlier today. I will now turn the call over to Gary for his comments.
Gary Luquette:
Thank you, Blake, and good morning to everyone on the call. First quarter 2016 results for Frank's are further evidence of how challenging market conditions in our industry have gotten over the past 18 to 24 months. The headwinds we face and the pace at which the activity can deteriorate over the course of only a few months has been extraordinary. In just the past quarter, we have seen well count in the U.S. onshore market drop more than 40%. During the same time period, we have seen an additional 14% decrease in the number of rigs operating in the Gulf of Mexico. From the peak in 2014 through the end of the first quarter 2016, we have seen the offshore rig count decline as much as 40%, depending upon the region. When you examine floating rig count that more often employs our advanced technology, during that same time period the impact has even been more severe, ranging anywhere from 30% to 60% with our two most prolific operating areas, the Gulf of Mexico and West Africa, down 37% and 50%, respectively. In many previous cycles, the industry was typically able to weather short to medium term commodity price declines by adjusting capital spending, managing cash, and applying pricing pressure to the service sector for a period of time until prices recovered. However, in this most recent cycle, due to the extended downturn in prices and the lack of transparency as to when we will see a recovery, customers have drastically reduced budgets and they are deferring as much work as possible. This has created a supply-driven scenario where there is no predictable end to activity reductions or pricing pressures. Consequently, this has resulted in a steeper and more prolonged downturn where service and E&P companies alike are reporting negative earnings and cash flow, laying off thousands of employees and slashing spending, suspending projects, or in some cases borrowing money to pay dividends and meet financial obligations. As evident from our first quarter results, the sharp declines in activity and the accompanying pricing concessions have clearly impacted our revenue and profitability. But while some companies are forced into conversations with creditors or lenders regarding liquidity, Frank's strong balance sheet provides the flexibility to continue to press forward with becoming a leaner and more efficient organization. In short, we believe we are poised to carry out our strategy to maintain share in our current markets, compete to develop new markets, and be opportunistic in regards to expanding our service offering and customer base through acquisitions. Turning to Page 5, you'll see some of the key themes that drove the results of the first quarter. First, despite a decrease in revenues and adjusted EBITDA in our international and U.S. services segments, adjusted EBITDA of our offshore operating areas remain north of 30%. And overall market share was relatively unchanged from the previous quarter. This is a testament to the demand for our superior technology and the ability of our teams to communicate our value proposition to our customers, even in the face of lower actually and difficult market conditions. Second, even during the most difficult quarter financially for Frank's since becoming a public company, we were able to once again generate positive free cash flow. In an environment where cash is key, the nearly $38 million free cash flow generated in the quarter resulted in growing our cash balance and further solidifying the stability of the Company's dividend. Third, we took further actions to reduce our global workforce by roughly 10% to better align the organization with the anticipated activity levels for the next several quarters in our operating regions. We continue to control what we can by investing time and resources and processes to better optimize the utilization of our assets and find more cost-effective ways of transporting our people and equipment to drive value for Frank's. And finally, the most telling story of the first quarter was the negative EBITDA margins experienced in both the tubular sales segment and the U.S. onshore business unit during the quarter. In the quarter, the tubular sales segment experienced a loss of nearly $500,000. As you may recall, the Company's manufacturing costs are included in this segment; and for Q1, exceeded our ability to grow sales in a market that has seen backlog reduced by almost 75% from the previous year. Weighing on the U.S. services segment was an EBITDA loss in excess of 3 million in the U.S. onshore business, and corporate expense that Jeff will provide more detail on in his remarks. Simply stated, these two operational areas overshadowed a comparatively resilient international segment that experienced adjusted EBITDA margins around 38% and held market share on a global basis. Moving on to Page 6, I will discuss in further detail some of the changes in the global offshore market we saw during the quarter. As previously mentioned, the global offshore market held up in the first quarter as gains in West Africa and Asia-Pac offset some share declines in other markets. Even with the decline in rig count and activity, we continue to hold a market-leading position in both the Gulf of Mexico and West Africa, with greater than a 50% share in each region. Moving to other parts of the business, Latin America and the Middle East accounted for roughly 60% of the sequential revenue decline in the offshore segment. Expected revenues associated with new opportunities in the Middle East were pushed out into the second quarter, and Latin America saw revenue shortfalls across nearly all countries from work suspensions and cancellations. We expect the trend in the Middle East to reverse in the coming quarters as opportunities mature and serve to offset revenue shortfalls in other areas. But Latin America is expected to remain under significant pressure, and likely will trend lower for the balance of the year. In the Asia-Pacific and West Africa regions, we achieved market share gains, but the decline in the overall addressable market exceeded the benefit from the share gains. In Asia, delayed entry into new markets and lower uplifts in the current revenue streams did not materialize as expected. In West Africa, we achieved share growth with slower declines in revenues, but we believe that the outlook for the region will be dramatically lower for the balance of the year. And in Europe, market share moved slightly lower as the commencement of work on two rigs was pushed out into the second and third quarters, respectively. As mentioned in the last quarter's call, our strategy in this difficult market is to remain focused on controlling what we can, holding or gaining market share, and continuing to stress to our customers the value of our superior technology offering and capability. I will now turn the call over to Jeff to provide a bit more color on the financial and operational results during the quarter. Jeff?
Jeff Bird:
Thanks, Gary. Beginning on Page 8 are the financial results for the first-quarter 2016 and the comparison to the previous quarter. Revenues from the international and U.S. services segments, combined, fell roughly 16% from the fourth quarter of 2015 to 132 million, slightly below our expectations. Tubular sales segment fell 53%, meaningfully below our guidance. The tubular sales reflected the impact of a 75% reduction in the backlog of orders from a year ago, translating to less-than-expected international and Deepwater fabrication projects. Tubular sales, which had served as a tailwind in 2015, reversed course in the first quarter of 2016, leading to a greater than anticipated decline in the overall company sequential revenues of 24%. Adjusted EBITDA for the quarter saw a decrease of more than 50% sequentially to $32 million or nearly 21% of revenue. The decline was largely due to a slowdown in the U.S. offshore business, a net loss in tubular sales, inclusive of manufacturing costs, and higher corporate expenses. This led to an adjusted EBITDA contribution of $270,000 between the U.S. services and tubular sales segments combined, leaving the international segment's $31 million as the main driver of adjusted EBITDA for the quarter. Additionally, the international segment also represented over 50% of the company's revenue for the quarter, further demonstrating that the decline seen in North America and tubular sales in the Gulf have been more significantly impacted by the decreases in volume and pricing than the international regions. Even in the midst of these lower revenues and adjusted EBITDA margins, Frank's was able to again generate positive free cash flow for the quarter. The roughly $38 million of free cash flow, or 25% of revenue, was boosted by lower than-budgeted capital expenditures of $8 million. This led to a further increase in cash on the balance sheet. We expect that capital expenditures for the remaining quarters of 2016 to be higher, as we still plan to spend approximately $75 million this year on facilities, equipment, and other PP&E. Turning to page 9, we see a more detailed look at the international segment. The declines in the segment were mostly in line with our guidance, finishing down approximately 10%. Adjusted EBITDA fell roughly 12% sequentially to $31 million, or just below the 38% of revenue we have seen in the segment the past few quarters. Latin America, Canada and the Middle East drove the majority of the revenue declines, while higher than forecasted revenues in West Africa helped to somewhat soften the impact. The Middle East is expected to see better results in future quarters, but Latin America and West Africa appear to be headed lower for the remainder of the year. Moving to the U.S. services segment on page 10, we saw a 24% decline in revenues to roughly $49 million in the segment. The decline was primarily driven by two factors
Gary Luquette:
Thanks, Jeff. Before we open up the lines, let me wrap up on Page 12 with a high-level overview of our outlook and key themes for the remainder of the year. As mentioned earlier, we continue to see downside risk to the international services segment, primarily in Latin America and West Africa. The challenges facing Latin America in regards to the ability of customers to meet financial obligations have been well-documented, as has the challenge to the economics of some of our Deepwater plays. In the West Africa region, current trends suggest that it will suffer the most severe declines as a dramatic reduction in rigs of approximately 30% by the end of Q2 appears to be likely. Even growing or holding market share and taking further cost reduction actions is not expected to offset this decline in activity. Longer-term opportunities in the region exist but are not expected in the near-term, and are significantly outweighed by the poor outlook we have for 2016. In an attempt to mitigate some of the impact from lower activity levels expected for the balance of the year, we are continuing our efforts to increase sales in active areas as well as in underrepresented markets. In addition, we are taking further actions to reduce costs. While some of these actions will likely bear fruit in the near-term, all actions we take consider the inevitable recovery. And we will ensure that we have the people, the equipment, and overall capability to adequately respond when that time comes. Taking into consideration the downside pressures to our key international market for the remainder of the year, it is important that we align on expectations. Though it is difficult to predict, even as we continue to make changes to improve our underlying cost base, Q2 results and likely the remainder of 2016 may look no better than Q1 unless conditions materially improve in the market. In closing, we remain committed to controlling the things we can control, and are taking the steps necessary to improve the efficiency and cost effectiveness of our business while maintaining or growing our market share as profitably as possible. We can ill afford to waste this down cycle waiting on macro conditions to improve. Frank's is well positioned to take advantage of our strong balance sheet, market-leading position, and talented workforce to become a Company that emerges leaner, more efficient, stronger, and more respected than before. To achieve this end, we will continue to compete for market share; deliver safe, reliable and cost-effective services to our customers; while potentially broadening our service offerings through an acquisition, if the right opportunity presents itself. With that, I would like to thank you for your time and interest in Frank's. And we will now open up the call for questions.
Operator:
[Operator Instructions] We also ask that you please limit yourself to one question and one follow question. [Operator Instructions] And it looks like we have our first question from Robin Shoemaker with KeyBanc.
Robin Shoemaker:
So I wanted to ask, on the share buyback decision, does it in any way communicate something about the M&A opportunities? Of course, you have stressed, since the downturn began, that M&A opportunities would be significant for Frank's and that you expected the bid-ask spread to narrow somewhat as we went through the downturn. Do you see any evidence of that? Or has it been somewhat disappointing?
Jeff Bird:
Yes. Just to answer your question, it really doesn't change -- this is Jeff Bird -- it really doesn't change our outlook on M&A. We continue to actively review the market and be close to the market, as I think we've discussed on a number of calls. We reviewed over 50 deals last year, and continue to do that. We do see the bid ask starting to narrow, so we're optimistic about that. But the share buyback itself, we just view that as good capital allocation, good corporate process.
Robin Shoemaker:
Okay. My other question just has to do with the Middle East market, where you have indicated a pickup in activity. Since that's a jack up market, I wonder how the growth of that market will what's driving it, and the size of the opportunity relative to the decline you are describing that lies ahead for West Africa.
John Walker:
This is John Walker. So actually on Q-over-Q basis, the Middle East we had a contraction in market share on the offshore side of the business, but we did secure a significant opportunity in the onshore side of the business. So we have a good franchise in the Middle East and we are working toward executing on several opportunities onshore. We actually do have some offshore opportunities that will roll into the tail end of Q2, and then it's a multiyear contract for the second half of this year. That does not actually offset the decline from our two major markets, which would be the Gulf of Mexico and West Africa. So this is why we are certainly messaging that, from a full year perspective, we do see a decline in the tubular services.
Operator:
Thank you. Our next question comes from Kurt Hallead with RBC Capital Markets. Go ahead, Kurt.
Kurt Hallead:
I was wondering if you might give a little bit more color and perspective on your expectations on international pricing pressures, and what that impact could potentially be on detrimental margins as we move forward.
John Walker:
So from a pricing pressure perspective, internationally, we've seen an approximate 20% reduction in pricing in West Africa. But the major concession really is around the activity. There has been a significant reduction in activity in West Africa, orientated around the poor exploration results; obviously, the lower commodity price right now. We've seen in the quarter deferrals and actually, in some cases, cancellation of appraisal and development projects. So we are holding market share, but the overall market is contracting. Now, from an APAC perspective, we have endured some recent pricing pressure there and managing to hold market share and, in fact, gaining on it. So it's a mixed the Latin American market, that's not price pressure driven, it's really addressable market contraction. Europe is a small part, single digits, of pricing pressure; but, again activity reductions.
Kurt Hallead:
Great. And I think, if I can recall correctly, in your first quarter you indicated that you thought that pricing had stabilized in the U.S. market. Given the significant drops in activity that we continue to see, and are expected to see the second quarter, is that still the perspective?
John Walker:
Sure. So I'll take that one on the offshore side. We saw increased competition in the offshore side of the business, Gulf of Mexico. But the addressable market has a material contraction. The U.S. onshore side of the business continues to drive irrational behavior around pricing, but it's not sustainable. And with our balance sheet, we are in for a strategic long haul. We are seeing competition fall off. And I would say that we are definitely seeing the results because we are maintaining a market share in the 30s.
Jeff Bird:
I think, if you look at the Q-on-Q change in U.S. services, about 80% of that revenue change is related to volume, with 20% related to price. And the bulk of that price ended up being more offshore than onshore.
Operator:
Thank you. Our next question comes from Jim Wicklund with Credit Suisse.
Jim Wicklund:
In terms of the U.S. onshore market, is your best growth from here doing what you did last time, which is making an acquisition of one of the existing companies? Or, considering you had mentioned some of them are going out of business possibly several of them could. Do you expand organically, since you were talking in the past about a little overcapacity of equipment in those markets, anyway?
Gary Luquette:
Right now this is Gary. I would say our market share continues to inch up as the service sector around us continues to collapse because of poor rates and pricing pressures in that segment. At the present time, I would say we are pretty satisfied with our market position. And if the market continues to collapse around us, I think our opportunity really is to start pushing back on some of these low rates that we are having to work at now, and hopefully start seeing some rate recovery in the second half of the year to try to start clawing back to a neutral position. But I think right now, if you step back, when we were thinking about our acquisition some 14, 16 months ago of Timco, we were hoping to get ourselves to a point where we had a 25%ish sort of market share. Now we are there, and then some. So I really like the position we have now. And likely our market share will go up, just because of the collapsing market around us.
Jim Wicklund:
Okay, makes sense. And my follow-up, if I could, the Gulf of Mexico, you talked about how much it's down, and how bad it is. How much worse does it get? And you had said that there was increasing competitive pressures. New entrants? Existing entrants? Can you talk to us a little bit about -- more about more about the Gulf of Mexico and the outlook?
Gary Luquette:
Yes. It's more existing players; there's not a new entrant. And I will say we expect this thing to get close to a market bottom. But that's not to say that you won't have, in a prolonged period of prices and contraction in activity, somebody come in and try to undercut because they see a strategic reason to do so with a specific operator, and all that. But we mentioned in our previous quarter's call that we thought the U.S. offshore business was starting to reach a market bottom. Despite the fact we've had a few blips in that, I still think we are getting very close to that. The projects that are fungible or deferrable have been deferred. But eventually, lease obligations are going to require people to either put up or be willing to drop it. And so we're optimistic here that if we are not close a bottom at the end of Q1 that we will see it sometime in Q2.
John Walker:
And Jim. If I could just add to that we are maintaining market share in the Gulf of Mexico, which is an important factor. In the actual product mix, the well complexity is changing. So these extreme deep wells are just not being executed upon. So the impact on an EBITDA basis has obviously taken effect.
Operator:
Thank you. Our next question comes from Darren Gacicia with KLR Group.
Darren Gacicia:
When you talked a little bit about pricing in the last answer, when you think about how much equipment is probably kind of gone to the sidelines for you guys, is there an element of pricing that's required maybe to refurb or bring it back to be operable that you need to think about maybe getting pricing for that, in order to justify the returns and the expenditure to do that? What does that look like across your business lines, from that thought process?
Gary Luquette:
In our product and service line, I don't think it is going to be as big of an issue as it's going to be for some of the more capital-intensive businesses, like the drilling units themselves. You are seeing a lot of coal stocking, a lot of stuff that's going to scrap. And then onshore, there's a lot of pressure pumping capacity that has been idled. And there's a real question as to how much of that will be brought back, and at what price they feel like they can bring it back. So there are certain things in the supply chain that I think are going to be a bit sticky, and are going to require some sustained higher prices to see those. But in our case, with the type of assets that we maintain, we are ready to go as soon as the market pops, both onshore as well as offshore in some of our more highly technical sort of assets.
Darren Gacicia:
Now, does that change and look different when you think about people, and maybe adding back headcount? How does that work? I'm assuming that's its own level of overhead, if you will, as well. Does that require -- in terms of the hiring, if the thing starts to pick up, whether it's the U.S. land, U.S. Gulf of Mexico or international? How do you think about that relative to rehiring?
Gary Luquette:
Well, in some cases, in certain sectors, I think it will be even more sticky to get personnel back. In our case -- and I tried to address this in some of my closing comments as I was summarizing our cost actions -- one of the things we are trying to do in Frank's is to make sure that when we do right size our organization, we think about the skills, the competencies and the capabilities we're going to need for the ramp-up; and we either protect those or we figure out a way to keep those on a line so that they are available for ramp-up when that occurs. But like I said, I think in your more capital-intensive industries, pressure pumping in particular, and I think the drilling units themselves -- there has been a significant washout of human resources in those sectors. And it will be interesting to see how fast they can safely and reliably ramp up.
Operator:
Thank you. Our next question comes from Georg Venturatos with Johnson Rice.
Georg Venturatos:
I was hoping maybe we could just get an update on where we stand in the jack-up market and how you see that market share growth evolving through '16. And then, additionally, I know last quarter you mentioned the opportunity to eventually reposition some assets and move some of those into the Middle East. Just wanted to get an update on where we stood there, and any other markets that may be apt to receive some assets from declining markets.
John Walker:
This is John Walker. So following up to the earlier question, the franchise and distribution network that we have in the Middle East is mature. We've been there for two decades. As far as the jack up market, we have a small market share in that market. We have a contract that will increase our market share significantly from a small base in Q3, going in for the remainder of the year. It's a multiservice contract. In the longer term, the value proposition and total cost of ownership about moving the assets from the Deepwater markets into more complex, challenging, jack up market is ongoing. Getting the opportunity is going to be several quarters before we penetrate, because we've got to wait for tendering cycles. We obviously have some contracts in place; the activity levels are slightly increasing, but it's not material enough that it's going to move the needle, as we say. So in the short term, our market penetration is around the onshore side of the business. But we do recognize that the jack up is much more long term for the franchise.
Gary Luquette:
Yes; we've mentioned in previous quarters that when you think about the global jack up market, Frank's position there is about 10%. And when you think about our position in the Deepwater market, I think you can see that there's real opportunity there. And that market share was by design. When the Deepwater complex well market was popping, we wanted to put our resources and attention in serving that market. Clearly, that's our premium market. And so, by design, we had our focus there. And I think now we've got an opportunity to diversify our portfolio a little bit. There's tremendous potential there with holding a 10% market share. And it's going to take time, as John mentioned, in order to really grow that market share. But we're confident we can. And that's where we got our start as a company is in the offshore shelf business, so we know it quite well.
Georg Venturatos:
Great. And then a follow up here really on the M&A side. Just wanted to check with you guys, given the environment and certainly net cash balances growing. But I know previously, you had talked about a willingness to take that debt to EBITDA level to 2 times, implying a certain level of target opportunities on the M&A front. Has that changed at all? Is that still where you are sticking in terms of your willingness to lever the balance sheet?
Gary Luquette:
Nothing has really changed in that respect. We continue to evaluate opportunities. And with the fact that, as Jeff mentioned, we have padded a little bit of cash to our balance sheet, we are in pretty good shape. We've got essentially no debt, and capacity to go out and finance an acquisition, if needed. That's all still intact.
Operator:
Thank you. Our next question comes from Waqar Syed with Goldman Sachs.
Waqar Syed:
In your international business, you mentioned that you had about 20% reduction in pricing in West Africa. Does the first quarter results already reflect fully that pricing reduction, or is there more to come in the subsequent quarters?
John Walker:
It's baked into the first quarter results. But the signaling of what's happening is activity driven in the second half of this year. There's going to be a material contraction in the West Africa market for the second half of the year, and that's driven by simple activity.
Waqar Syed:
And then for in the first quarter, would you say maybe 80% of the revenues in international were offshore? Could you give some kind of breakdown?
John Walker:
Those numbers are generally right, but we don't actually give a breakdown of the off and onshore business.
Operator:
Thank you. Our next question comes from Ian Macpherson with Simmons & Company.
Ian Macpherson:
Jeff, you called out the $13 million in overhead burden in the Gulf of Mexico margins in Q1. It just seems very outsized. Can you compare that to the historical, normal overhead burden that's in that number, and what you expect going forward as we try to think about normalized margins?
Jeff Bird:
Sure. So just to clarify, the $13 million is really the corporate overhead for the whole company. So we put that in the U.S. services business. You should expect the number to be around $8 million to $10 million, going forward. That will trail down throughout the year. We've taken some SG&A actions in the first quarter. Those will start to bear results in late Q2, Q3.
Ian Macpherson:
Okay. That's helpful, thanks. I'm trying to get a little bit more help thinking about the decline in international, as West Africa gets down in the second half. If we were to think about sequentially H2 versus H1, could the revenues in international overall be down as much is 15% to 20%, do you think?
Jeff Bird:
I don't know about probably closer to 15% than 20%.
Ian Macpherson:
Okay.
Operator:
Thank you. Our next question comes from Joe Gibney with Capital One.
Joe Gibney:
Just one quick modeling question, Jeff; just was curious if you could update us on the working capital side, DSO initiatives, where things stand here, coming out of 1Q.
Jeff Bird:
Sure. It obviously gets more challenging if you look. We had some low-hanging fruit last year. You will probably recall that we probably generated around $80 million between inventory and accounts receivable and what we call incremental working capital, other than just the balance sheet being unwound as the volumes go down. We will continue to target a DSO reduction of probably around 10 days this year, coming out of Q4. And then, in addition to that, we are also starting to target some things around DPO as well. So we are rolling out some new initiatives on DPO, as well, that we think will be helpful. Inventory gets more challenging as we talk about the tubular sales falling off; the inventory number is going to be more challenging. So I think if you look at the areas where we will have improvement this year, you'll see the improvement in DSO probably around 10 days. And you will see an improvement in DPO as we roll out some new programs there.
Operator:
Thank you. Our next question comes from Brad Handler with Jefferies.
Brad Handler:
Could I ask you please just to speak to the manufacturing overhang you mentioned in tubular? Perhaps I'm just not quite piecing some things together. But if there are some specific steps you wind up planning or taking relative to lowering that burden -- assuming you all continue to have to operate at a pretty low level in tubular for the foreseeable future -- are there some specific things on the manufacturing side that you can do?
Jeff Bird:
Sure. I think the one thing that might be a little confusing that most folks might not recall is that this is not manufacturing actually related to tubular; this is manufacturing that actually supplies equipment to the whole Company. So just because the tubular volume goes down doesn't necessarily mean the manufacturing volume goes down. The manufacturing volume is a direct result of the entire franchise, if you will. And there's a certain amount that's just inherent in there to maintain a certain level of capacity to supply the entire franchise. So that's what we see in there, and that number runs anywhere from $3 million to $4 million, somewhere in that range. So as we see the tubular revenues down right now, that's going to make it challenging for us, the balance of the year, to really contribute meaningfully from that segment. If I peel out manufacturing and just look at tubular margins by themselves, they are around 15% to 20% margins, just tubular margins by themselves.
John Walker:
If I can just add to that around the manufacturing standpoint, from a service quality perspective, something that the Company has been known for decades around is the ability to develop bespoke, unique type products for unscheduled activity. And that's something that Jeff and I continue to talk about in making sure that we have a certain structure in manufacturing to allow us to continue with that service quality.
Brad Handler:
Fair enough. And maybe an unrelated follow-up, but just following up on Ian's question of a couple of questions ago, I'm just not sure I quite caught it. You mentioned international revenues, and then you mentioned something down 15%. And I just wasn't quite sure I heard the reference points. But that wasn't annual, was it? Perhaps it was second half/first half.
Jeff Bird:
It was first-half/second half, was the question. And so I believe his question was 15% to 20%. So that's probably a fair number, in that range.
Operator:
Thank you. We have no further questions at this time. I will now turn the call over to Gary Luquette for closing remarks.
Gary Luquette:
Okay. Just thanks for the great questions. Thanks for your time and interest in Frank's. And with that, we will end today's call.
Operator:
And thank you. Ladies and gentlemen, this concludes today's conference. We thank you for participating. You may now disconnect.
Operator:
Welcome to the Q4 2015 and Full Year Frank’s International Earnings Conference Call. My name is Adrienne and I’ll be your operator for today’s call. [Operator Instructions] Later, we’ll conduct a question-and-answer session. Please note this conference is being recorded. At this time, I’d like to turn the call over to Blake Holcomb, Director of Investor Relations. You may begin.
Blake Holcomb:
Thank you, Adrienne. Good morning, everyone, and welcome to the Frank’s International conference call to discuss the fourth quarter and full year 2015 earnings. I am Blake Holcomb, Director of Investor Relations. Joining me on the call today are Gary Luquette, President and Chief Executive Officer; Jeff Bird, Executive Vice President and Chief Financial Officer; and John Walker, Executive Vice President of Operations. We have posted a presentation on our website that we will refer to throughout this call. If you would like to view this presentation, please go to the Investors section of our website at franksinternational.com. Gary will begin today’s call with operational highlights and an overview of 2015. Jeff will then provide a more detailed overview of our operations and financial results for the fourth quarter and full year. Gary will then conclude with his closing remarks. Everyone will be available for questions after prepared comments. In the interest of time, we ask that you limit yourself to one question and one follow-up question during the Q&A session. Before we begin commenting on our 2015 results, there are a few legal items that we would like to cover, beginning on page three. First, remarks and answers to questions by Company representatives on today’s call may refer to or contain forward-looking statements. Such remarks or answers are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Such statements speak only as of today’s date, or if different, as of the date specified. The Company assumes no responsibility to update any forward-looking statements as of any future date. The Company has included in its SEC filings cautionary language identifying important factors that could cause actual results to be materially different from those set forth in any forward-looking statements. A more complete discussion of these risks is included in the Company’s SEC filings which may be accessed on the SEC’s website, or on Frank’s website, at www.franksinternational.com. There you may also access both the fourth quarter and full year earnings press release and a replay of this call. Please note that any non-GAAP financial measures discussed during this call are defined and reconciled to the most directly comparable GAAP financial measures in the fourth quarter and full year 2015 earnings release which was issued by the Company earlier today. I’ll now turn the call over to Gary for his comments.
Gary Luquette:
Thank you, Blake, and good morning to everyone on the call. After six consecutive years of record revenues, it’s no understatement to say that 2015 was a challenging year for our industry and Frank’s. Energy prices continue to search for a bottom and E&P companies continue to reduce their budgets to conserve cash, shore up their balance sheet to meet the financial obligations. Simply stated, the conditions in which we find ourselves as a Company and as an industry are decidedly unfavorable. However, having a strong balance sheet, industry leading margins and a market position like Frank’s, provides us with a solid footing in this market. While much has changed from the commodity peak in 2014, what remains the same is our ability to effectively manage through these industry cycles, as our Company has for over 77 years. As a 37-year industry veteran, I have endured a few of these cycles myself. In those experiences, I have come to appreciate the great opportunities these downturns represent to get introspective and pivot operationally in order to emerge as a stronger company with the more favorable position in the marketplace. Turning to page five, we will begin by providing an overview of the fourth quarter and full year 2015. Full year 2015 revenues and adjusted EBITDA gradually fell during the year and ultimately settled at 15% and 29% below 2014 levels. During the same period, global capital spending from our customers fell 23% and worldwide rig count 44%. However, we maintained Company-adjusted EBITDA margins above 30% every quarter. While 2015 represented a change from a high growth story of the past several years, I am pleased with our team’s response towards taking appropriate actions to focus on things we can control and to mitigate the impacts of this cycle. Although the decrease in spending by our customers was out of our control, the Frank’s team achieved several key internal milestones. First, 2015 was a record safety year. I want to thank and congratulate all of our employees around the globe for their efforts in this important focus area. Clearly, down markets like this usually create distractions. And it was only due to an acute focus on staying safe and injury free that we were able to achieve the record year. Operating safely is an essential part of the value proposition for our customers, as it translates to more reliable and higher quality service and therefore, the lower cost of ownership to our customers. While our objective will always be zero incidents, our total recordable incident rate was down 40% versus the previous year, showing tremendous progress in this important area. Second, with an understanding that 2015 would be a year of depressed prices, we knew that we would have to lower cost, improve our efficiency, and become a better supplier to our customers. In other words, we wanted to take advantage of the lower activity levels and take the necessary steps in regard to workforce planning, business optimization, and working capital improvements. On top of this call, recall that we were only in our second full-year as a public Company, so our journey to become an admired and respected public Company, continues. For example, we took the necessary steps to rightsize the organization and adjust our footprint to ensure we remain competitive in this challenging market. We reduced our workforce by 20%, we closed 12 bases in the U.S. onshore business and two manufacturing facilities internationally. We are confident that we have put the right structure in place and adjusted our capability to respond appropriately to changes in market conditions. Last quarter’s call, we announced the initiation of Frank’s Business System to drive lean concepts across the Company including areas like asset and workforce utilization, supply chain management, and new business development to name a few. Since the creation of the program in June 2015, the Company has held more than 15 kaizen events, involving over 200 employees from Louisiana to Norway and from human resources to operations, and an additional dozen, or so events are already planned for 2016. The positive impacts of Frank’s Business Systems are evident in more than $25 million of cost savings delivered in 2015 and a cumulative expected benefit in excess of $60 million in 2016 of which the majority of these improvements and associated savings are sustainable. We also took the opportunity to reorganize our technology and engineering functions to better incubate future innovation as well as respond to real-time engineering and technical support, 24 hours a day, 7 days a week. Technological innovation has been a differentiator for Frank’s. It will continue to play an important role in delivering value to our customers in an evolving industry, moving rapidly towards increased automation and cost efficiency. Our new stage gate process is designed to accelerate new ideas from concept to prototype to eventual deployment. Moving to page six, we take a look at our share of the global offshore rig market and trends in our operating regions from Q3 to Q4. With spending on offshore activities in decline, the competition for market share has intensified and price reductions are now a reality of doing business. In the fourth quarter, we saw a market share growth all remaining flat in every operating market except for Asia-Pacific where several projects were canceled or deferred and one contracted rig was put under maintenance. In fact, I want to congratulate our sales teams for securing a substantial multi-rig contract in the Gulf of Mexico and multi-year offshore development in Canada with major IOC customers. These new contracts demonstrate the confidence customers have in Frank’s to deliver value and our ability to meet the current challenges, presented by this market. Overall, quarterly revenues were down and down the most in Asia-Pacific and the Gulf of Mexico where efforts to grow or maintain market share were met with stiff competition, resulting in lower rates for our equipment and services. Due to the inherent risk and capital intensity of the offshore segment, we expect activity and pricing pressures to persist and little to no investment increases until our customers have confidence that prices will remain at levels that push projects above their economic threshold. The Middle East was one region in Q4 that saw an increase in revenue from securing several new onshore contracts with the national oil company in the region. We are encouraged by this response. And this area will continue to be a focus for growth, going forward, as we have historically been underrepresented in this substantial market. For the full year, we saw market share contraction in West Africa and the Gulf of Mexico due to project cancellations or deferrals and rigs being stacked, but we still hold greater than a 50% share in each of these regions. Market share gains for 2015 were greatest in Latin America, primarily due to new business in Trinidad and Tobago, and Guyana. As we have discussed throughout the year, the balance between price and activity declines fluctuated quarter-by-quarter and region-by-region. For the full year 2015, declines in volume had a greater impact in pricing discounts by ratio of 3 to 1. Page seven takes a closer look at one of the four pillars of our strategic plan, Developing New Markets. Opportunities for our equipment and services in the deep and ultra deepwater were down in 2015 and are expected to contract further in 2016, as our customers have indicated budget reductions ranging from 10% to 25%, depending on the region. As projects are either cancelled or deferred, our plan is to focus our efforts on replacing that business in markets where new opportunities exist, primarily the offshore shelf involving jack-up rig work and the expansion of our international onshore business where the market has remained more resilient and margins are better than our U.S. onshore. The shelf jack-up market represents about 55% of the global offshore rig market. On average, Frank’s has only provided services on a little more than 10% of these rigs. Historically, wells in this sector involved less complexity and therefore less need for Frank’s superior technology. This fact along with the robust deepwater market we recently experienced, drove our attention and resources to more technologically challenging and profitable opportunities. However, despite offshore shelf and international onshore wells not offering the same per rig revenues as in the deeper waters and with higher complexity requirements, they do offer competitive returns. Capturing new opportunities here will enable us to keep our well-trained crews active and our equipment utilized, as we work through the bottom of the cycle. However, the deeper, more complex wells will always be the foundation of Frank’s. And we will continue to compete for that business at every opportunity. Another area where we see opportunities to improve profitably is through reexamination of our U.S. onshore business where margins are nearly non-existent. We now hold nearly 30% of this market and are looking at new and innovative ways of operating and improving returns during the cycle. Beyond the previously mentioned workforce reduction and base closures, we’re also testing new operating models that involve more centralized support of back office functions, equipment and inventory, as well as technical and operational support into regional hub and then supplying this support to smaller, leaner field locations closer to the customer. This hub-and-spoke concept will provide us the opportunity to bring the full services of Frank’s to customers in new or remote areas, both domestically and abroad without having to make extensive infrastructure investments. The improvement made in our U.S. onshore business will eventually benefit our targeted international onshore operations. We still believe that the U.S. onshore market will be early to recover, as commodity prices improve. Although the current financial outlook is challenging, we aim to hold market share and be in position to enjoy early mover advantage, once the market recovers. I will now turn the call over to Jeff for his comments on the year and fourth quarter. Jeff?
Jeff Bird:
Thank you, Gary. Looking at page nine, we see a summary of the financial highlights from the full year 2015. Revenue for the full year was $975 million, down 15% year-over-year. Adjusted EBITDA declined 30% to $317 million. As Gary mentioned, the majority of the decline was related to reduced activity, as global rig counts fell 44%. However, in our two largest markets, West Africa and Gulf of Mexico, revenues were only down 30% and 22% respectively. Also even in the midst of the industry challenges, we were still able to deliver Company-adjusted EBITDA margins of 33% in 2015. In 2015, our CapEx spend was $100 million. We spent roughly $60 million on equipment and $40 million on new facility related assets and other PP&E. As previously mentioned in the Q3 call, we expect 2016 CapEx spending to be $75 million, down 25% year-over-year. Capital spend could continue to trend lower, based on the slower pace of activity and the completion of planned facilities. For the year, the Company generated $427 million in cash flow from operations and ended the year with the cash balance of over $600 million, up from $490 million in 2014 and essentially no debt. Now, turning to page 10, for a look at our results for the quarter. Fourth quarter revenue was $203 million, a 15% decrease sequentially. Adjusted EBITDA for the quarter was $64 million or 31% of revenue. The quarterly results were supported by Tubular Sales, coming in above expectations to soften the impact of further activity and price deterioration in our Services segment. In breaking down the different business segments, we will first look at International Services on Page 11. International Services revenue from external sales in the fourth quarter declined 11% sequentially and 37% year-over-year to $92 million. Of the year-over-year decline, about 80%, distributed to the decrease in activity and 20% associated with price concessions. The majority of the revenue decline was seen in Europe and Asia-Pacific, as a result of some seasonal suspension of work, rig maintenance, and project start delays. Conversely, revenues increased [technical difficulty] 19:38 market share was flat quarter-over-quarter, as gains in Europe were offset by decreased share in Asia. Adjusted EBITDA for International Services in the fourth quarter was $36 million or 39% of external sales, down 9% sequentially and down 46% year-over-year. The uptick in margin was attributed to cost improvements and some market share gains. Moving to U.S. Services on page 12, the fourth quarter revenues from external sales decreased 14% sequentially and 46% year-over-year to $64 million. Adjusted EBITDA for U.S. Services in the fourth quarter was $14 million or 22% of external sales, down 22% sequentially and down 71% year-over-year. U.S. offshore fourth quarter revenue was 13% lower sequentially and down 35% year-over-year to $46 million. Revenue fell from stacking of a rig and an increase in lower-priced completion work. Pricing was not materially impacted in the quarter but increased competition on price and day rate requests can be expected in the future. Overall, market share rose slightly, as two additional rates were picked up, margin held up from our improved cost structure. U.S. onshore adjusted EBITDA decreased 16% sequentially and 61% year-over-year to $18 million. As stated previously, we look at the U.S. onshore business on a full commodity cycle basis. We’re exploring various ways to improve service delivery to customers in this segment, in an effort to resume profitability. At this point, we believe the prices for our U.S. onshore services have found a bottom and have stabilized from the free fall seen in 2015. We now represent more than 30% of our addressable market in U.S. onshore as cash impaired competitors exit. However, declining well count is expected to continue to outpace market share gains, causing U.S. onshore to operate at yearly breakeven levels. We view this negative operating margin environment as temporary and expect meaningful contribution from this strategic business area, as investment capital returns to low cost basins at times of commodity price stabilization. Page 13 shows our Tubular Sales performance. Revenue from external sales in the fourth quarter was $47 million, down 25% sequentially and down 15% year-over-year. Adjusted EBITDA for Tubular Sales in the fourth quarter was $14 million or 30% of external sales, down 13% sequentially, but up 35% year-over-year. As previously mentioned in the Q3 earnings call, we expected revenue and adjusted to come in lower in Q4 which they did. However, we exceeded adjusted EBITDA expectations due to favorable mix, cancellation fees, and lower cost from improved processes. Despite the strong margins delivered in the fourth quarter, we expect adjusted EBITDA contribution from Tubular Sales to return to the mid single digits in the first quarter of 2016 as visibility on new orders and expected deliveries is significantly lower than what we saw this time last year. However, we continue to believe this business segment is poised to grow longer term with opportunities for gaining market share from our competitors and expanding to new markets internationally. Taking a look at page 14, as Gary briefly mentioned, 2015 was the year we deployed Frank’s business system, and the results we saw during the year were very encouraging. We’ve been regularly updating you on our progress and managing our working capital, both in terms of reducing inventories and accelerating receivables by improved invoicing and collection processes. Working capital excluding cash balances declined nearly 44% from 2014 levels with inventories coming down about 21% and accounts receivable lower 37%. In fact, on average, our day sales outstanding fell below 100 days from a previous average of almost 120 days. Process improvement kaizens held during the year were a leading contributor to achieve these results and we think other areas of the business are right for similar results. The improvements in working capital, particularly from lower accounts receivable and a decrease in capital project spending, has had a positive impact on our free cash flow generation. In the fourth quarter alone, we generated $121 million of free cash flow, an outstanding conversion rate of almost 60% of revenue. Free cash flow in excess of 300% of net income in 2015 gives us the confidence that we have the available funds to continue to pay a competitive dividend, be opportunistic with strategic acquisitions, and have the ability to ramp up and respond when conditions warrant. Another sign of the effectiveness of our efforts can be seen on page 15, where we show our cost deleveraging for 2015. Prior to implementing our cost reduction initiatives, we were losing $0.88 of adjusted EBITDA for every dollar of decline in revenue. This ratio steadily improved throughout the year, culminating in an impressive 27%, decremental margin from Q3 to Q4. Well, we expect decremental margins to be closer the Q3 levels going forward, we remain confident that further cost reductions will be realized. Upholding industry leading margins are a priority for Frank’s, even in the trough of the cycle. We are extremely proud of the efforts made by Frank’s employees to contribute and learn from the process improvement workshops we held during the year. We are only seeing the beginning phases of what these laser focus events can do for the Company’s performance and have high expectations for what they can deliver in the coming years. Lastly, a few comments on Q1, as we’re almost two months into the quarter. We would expect sequential revenue declines in our U.S. and International Services businesses to be similar to those experienced in Q4 of 2015, roughly low double digits. These incremental declines are a result of project delays and cancellations, specifically in Europe and Latin America. We expect U.S. offshore to experience continued competition and price concessions, as we look to maintain market share. As previously mentioned, regarding our tubular business, we would expect adjusted EBITDA contribution to return to the mid single digits, as we see sequential revenue declines, similar to if not worse than, those seen in Q4. In summary, we see continued activity and pricing headwinds in Q1. However, as we have demonstrated during this downturn, we will continue to make the right business decisions to manage our cost structure. I’m confident the lean journey we started through Frank’s Business System and as shown in real results, will continue to help us manage our business in 2016. I will now turn the call back over to Gary for some final comments, before we open up the call for Q&A.
Gary Luquette:
Thanks, Jeff. Before taking your questions, I’d like to leave you with what we will be focusing on from a strategic standpoint in 2016, while we wait for the macro conditions to improve. Our first priority will be to aggressively protect and grow market share in the face of pricing headwinds in a shrinking addressable market. However, we will be thoughtful in the manner in which we pursue this strategy, bearing in mind the cost benefit tradeoff between share and margins. Again, we are not new to industry cycles, and have a proven track record of our ability to respond appropriately. Second, we realize that maintaining our premium margins as a company, will also depend on our continued efforts to control what we can control and build on the success of our cost savings and efficiency improvement initiatives. We are still in the early innings of this multi-year process, but we are certainly pleased with what we are seeing so far. Finally, over the last several months, we have taken advantage of the down market and secured outstanding new talent to augment the long standing skills and capabilities, inherent in the Frank’s organization. We will continue to look for opportunities to strengthen our organization, but we feel we now have the team in place to not only navigate this difficult market, but also one that will enable Frank’s to profitably grow well into the future. The net effect of these efforts will lead to a stronger Frank’s that delivers its equipment and services reliably and at a lower cost, one that utilizes downturn wisely to improve its market position and the Company that has increased organizational capability with the aim to ultimately become the premium player in our market segment. We are also in a unique position amongst our peer group, both in terms of our balance sheet strength and our ability to deliver positive free cash flow from operations. We intend to use these strengths to our advantage by returning cash in the form of dividends to our shareholders, pursue organic investments that have the appropriate risk reward profile and be opportunistic as it relates to acquisition. With that, I would like to thank you for your time and interest in Frank’s. We will now open up the call for questions.
Operator:
Thank you. We’ll now begin the question-and-answer session. [Operator Instructions] Our first question comes from Jim Wicklund from Credit Suisse. Please go ahead.
Jim Wicklund:
Obviously the market likes your report this morning, so congratulations on that. You guys talk about the jack-up market and this was something that was discussed about a year ago that you guys didn’t have much market share in the jack-up market. How difficult is it? I understand the revenue won’t be as great but you made the comment that returns will be similar. How difficult is it to penetrate the jack-up market when you’ve got the market share that you do in deepewater market?
John Walker:
Jim, good morning. This is John Walker. So, it’s not difficult to penetrate the market, as we identified, the jack-up market is more than 50% of the overall total global rigs. The advantage that we have is we’ve been in the Middle East, in the areas of the Middle East and APAC and Europe for a significant amount of time, in fact for more than two decades. So, the relationships are there, the facilities are there, but what we got to do is reposition some of the assets from the deepwater part of the business into the Middle East and then wait for some cycles for tendering to come through. But what we’ve been doing is assertively engaging the clients, identifying how we can reduce the well cost, total cost of ownership, and we had great success with that in the Middle East, recently where we secured some new contracts.
Jim Wicklund:
That’s got to be an underappreciated opportunity, I think by many investors. My unrelated follow-up, if I could. I know you guys have looked at acquisitions in the past and of course with your balance sheet, you’re in great position to do so. And we’ve talked about how you want to protect margins and valuations. When you look at things in general, and I’m not looking for who you might buy but are you more likely to buy manufacturing that adds capability to existing business or more umbrella type acquisitions that allow an expansion of the business? I mean, are you looking up and ahead, are you looking down at adding to what you have, just in general?
Gary Luquette:
So, Jim, let me take a cut at that and see if that addresses your question. I would characterize our focus right now in the M&A space, two-pronged. One would be are there like businesses that are either in financial distress or in markets where we have a lower share than we feel would be desirable. And so, those would be very much like services that we would add to essentially drive market share up in underrepresented markets. The second area of focus for us is around diversifying our service offering, without getting too far away from the things that we are very good at. And so, I mentioned in last quarter’s call there a lot of things that are associated with the tubular running services, the cementing process, the connections that are made to allow cementing of the well bore, a lot of the completion equipment and devices that are clamped onto the pipe that are essentially being run concurrent with our services So, all these things represent potential for increased rig time without getting us too far from the things that we know a lot about and that our organization is very good at. So, those are two areas that I would say really encompass most of our target reviews. Now, some of those may in fact involve incremental or additional manufacturing capabilities, but that’s not a driver. The real driver is trying to get somewhere in that well construction phase and staying pretty close to our sweet spot.
Operator:
And our next question comes from Chase Mulvehill from SunTrust. Please go ahead.
Chase Mulvehill:
I guess a real quick on the international contracting side; what are the typical durations of these contracts?
John Walker:
Good morning, Chase. This is John Walker. It varies at from region to region. If you look at West Africa, you would have a project that would last one year to 18 months, two years. You go to the APAC side of the business, it would be multi-year, traditionally. The European sector, it’s much shorter term, would be less than one year. And then you look into Middle East, we’ve seen a trend more recently to longer term contracts. So, from region to region, it totally depends. And then in the Latin America, Latin America, the land side of the business is more traditional like the U.S. side of the business callout but the Brazilian market would be a cycle of two to three years. Does that answer your question?
Chase Mulvehill:
Yes. And are there termination clauses in these contracts?
John Walker:
Like every contract, there is a termination clause and it does have a financial support around it. We don’t actually -- your question is probably tailored more like the drilling rigs and to the point so, we don’t actually have backlog built into the contract. So, it’s effectively terminated within a certain term notice and then we work in the transition.
Operator:
And our next question comes from Kurt Hallead from RBC. Please go ahead.
Kurt Hallead:
You guys struck a chord with me among all the conference calls, the first to, I’d say be pretty, I think adamant about there being price stabilization in the marketplace. I wonder if you might be able to provide a little bit color as to the conviction in that commentary.
John Walker:
Sure. Kurt, it’s John Walker, again. What I would say from a price stabilization perspective, if you know, in the more recent term, we’re definitely seeing price concessions in the marketplace. If you look the U.S. Gulf of Mexico, Jeff’s points were more tailored to the year-over-year and we see in the Q basis, we’ve had a lot more price concessions given in the U.S. side. The international side, to a lesser degree that’s more been driven by activity declines. But, we are seeing customers continuing to ask us for price concessions. We’re working through the cycle with total cost of ownership around the technology, but there is definitely price concessions being asked in the near-term.
Jeff Bird:
And just to build on John’s comments, our reference was to U.S. land or U.S. onshore prices. We feel those prices hit the bottom. I think John’s comments were more offshore, international.
Operator:
And your next question comes from Brad Handler from Jefferies. Please go ahead.
Brad Handler:
Couple of questions on the Tubular Sales side of it, please. First, just to be clear on the guidance that you’ve given. Were you expressing that in millions of dollars terms; were you expressing it in percentage margin terms…
Jeff Bird:
We were expressing that in millions of dollars terms.
Brad Handler:
Second, and maybe there’s a little bit of background associated with this, but certainly sensed within your mix of sales in Tubular Sales, perhaps holding less inventory, perhaps a conscious effort to do so, which has helped your margins and certainly helped your asset turns. Is that a fair characterization? And in which case, can you put some more color around, perhaps what percentage of jobs are you buying and then reselling the pipe for, and is that -- am I right that that’s a declining percentage of the work?
Jeff Bird:
Yes. So, just to put that in perspective, there’s really two elements. I think you asked a question about working capital turns and then you asked a question about margins. From a margin standpoint, it doesn’t really help or hurt us as to selling pipe out of inventory. It definitely helps us from a working capital standpoint and that’s where our focus has been in 2015; it’s really a tighter process to drive that inventory down in a systematic, thoughtful way, while still servicing our customers.
Operator:
And our next question comes from Darren Gacicia from KLR Group. Please go ahead.
Darren Gacicia:
Hi. Thank you. So, as we -- you gave some guidance in terms of how much we’ll be downs this year, how do you think about in terms of what your visibility or how would you mark that against maybe what it usually is historically against this time of year?
Jeff Bird:
So. I’ll separate that into a couple of buckets. Right now, we gave some guidance or some thoughts on Q1, we’re not giving full year guidance at this time. But as far as visibility is concerned, obviously in our services businesses, I’d say we have the same level of visibility that we would have had in Q3 and Q4, still a pretty challenging environment. On the Tubular, that’s where we have far less visibility than we would have this time last year. Specifically we look at our customer funnels and our customer orders and they’re down substantially from where they would have been in January, February last year.
John Walker:
If I could just add to that around the market, we’re still seeing unscheduled cancellations of projects. I think you saw in the market just last week in Angola, there was a cancellation of a project and we’re also seeing up in other parts of North Africa where there’s contracted work and then the announcement just comes through that there is either a delay or a suspension or a cancellation.
Darren Gacicia:
Do you have any recourse on those when you’re involved?
John Walker:
Say, it again.
Darren Gacicia:
I said, do you have any resource on those when you’re involved?
John Walker:
It depends; it’s case-by-case scenario. So, there is no one limited answer.
Gary Luquette:
Yes. That’s very limited recourse. Typically these contracts are set up with the cancellation clause. And the most you are going to get out of those typically is demob recovery, that’s about it.
Operator:
[Operator Instructions] And we have Blake Hutchinson from Howard Weil on line. Please go ahead.
Blake Hutchinson:
I just wanted to go back to one of Jeff’s comments, just to make sure we’re hearing this correctly. In terms of the deleveraging expected going forward, I think the comment was that you would expect something closer to the 46% from Q2 to Q3 versus what we saw Q3 to Q4. I want to make sure we get this right, since it’s important piece of the model here.
Jeff Bird:
Yes. That is correct, something closer to that 46%, as opposed to 27% that we saw Q3 to Q4.
Blake Hutchinson:
Okay. That’s helpful. And then in terms of -- I think Gary, you made a comment around success on a substantial multi-year, multi-rig contract in the Gulf of Mexico. At this point, in the Gulf of Mexico when you’re entering multi-year contracts, is there sort of a flexed pricing mechanism in there over that multi-year period, so that as we think about the model, it’s not necessarily going to take away whatever aftermarket pricing movement?
John Walker:
Blake, good morning. It’s John Walker here. To answer your question, there the price concession or the price commitments that we’ve made, don’t a multi-year factor in them, that would be for a certain term and then thereafter it would be subject to renegotiation and/or price escalation based on commodity price.
Operator:
And the next question comes from Chase Mulvehill from SunTrust. Please go ahead.
Chase Mulvehill:
Thanks for letting me back in. So, I just wanted to clarify, you’re talking about decrementals being about 45% to 46%, is that right.
Jeff Bird:
That’s correct.
Chase Mulvehill:
Okay. So, if I kind of back into the pieces, that implies flattish international margins and U.S. margins correct?
Jeff Bird:
That’s correct, yes.
Chase Mulvehill:
And so on the Gulf of Mexico, could you talk to Gulf of Mexico margins and kind of where they stand versus international margins, and then what drives the difference if there is a difference?
Jeff Bird:
Yes. So, as far as the difference, when you look internationally, obviously more complex, a couple of elements. One, the pricing has not gone into the international segment the way that it has in the U.S. onshore -- or offshore, pardon me. And then second, the complexity of the wells, there obviously is more complex wells internationally that allow us to command a higher margin. And John, I’ll let you talk a little bit more about.
John Walker:
Sure. I’d just say that there is less competition internationally, broadly speaking. If you look at the Gulf of Mexico, we have a substantial amount of competition in the offshore side of it; and region by region where we just have lesser competition. And to the point of once the contract is committed, it’s more of a partnership type approach opposed to constantly having to recalibrate on pricing on a frequent basis, as it happened throughout 2015.
Operator:
And the next question comes from Daniel Burke from Johnson Rice. Please go ahead.
Daniel Burke:
Maybe just one more on the international side, because it seems like by region there were some different trends last year. I heard West Africa off 30% year-over-year and that’s pretty consistent with some things you all said earlier in the year. But you had LATAM and Europe up double digits year-over-year. I guess the question would be, could you all build big enough book of business in Latin America and Europe such that you’d be able to hold those top line in those regions closer to flat this year?
John Walker:
So, it was a mix shift of business. If we notice that in Trinidad and Guyana we are very successful and continue to be successful with new work there but that was offset by some of their land style of business in Latin America, just fallen off completely. Brazil has been obviously headwind for us. So, when we look at our output together, that gives us a flat. But then looking to Q1, probably declining q-over-q. As far as the other areas, you are right in point there with West Africa; APAC, the project cancellations that were unforeseen, so there is going to be decline there; and then we see flat style or flat approach there in Europe.
Daniel Burke:
That’s helpful, John. And then, maybe just another one, back on the working capital side is on the DSOs, any new target that you can share with us on where all think you can take that figure looking towards middle or later this year?
Jeff Bird:
So, we closed 2015 just low 100-day DSO. There is probably another 10 days or so to give this year, conservatively speaking.
Operator:
And the next question comes from Robin Shoemaker from KeyBanc Capital Markets. Please go ahead.
Robin Shoemaker:
So, I just wanted to ask, when many of these deepwater rigs that you’ve been working on are being idled and stacked in, does your equipment, your casing, running and handling tools typically stay on the rig with the anticipation that the rig might get a job or if it’s a cold stack situation, is basically everything removed?
John Walker:
Good morning, Robin; John Walker here. The equipment is actually all removed. So, it allows us obviously to be flexible from redeployment to other regions. But it’s not sticky to the point of about cementation type application.
Robin Shoemaker:
And then, my other question was, is there any change in the competitive behavior, either of your largest competitor or some smaller competitors in the market? And I’m referring here really to the offshore piece?
Jeff Bird:
No more change in behavior, I mean it’s always competitive. And it’s contract-by-contract. It just depends on the specific region to the competitive environment and the behavior of the competitor.
Operator:
And next question comes from the Darren Gacicia from KLR Group. Please go ahead.
Darren Gacicia:
Thanks for letting me requeue. One of the things you guys mentioned up front in the comments was kind of continued work on restructuring and kaizens. What’s the process there? Obviously there’s a brainstorming aspect to it and then there’s execution. How is that going and kind of where are we in some of the process there, if you could expand?
Jeff Bird:
Sure. So, we sat down -- and I’ll go a little bit through that process. We sat down late last year and identified three key areas of focus for 2016 that we’d like to process improve really. And we’re pretty well based on that now, have the action plans in detail, lined out for 2016, probably have doesn’t or more kaizens that have already been outline for the balance of the year. So, we’re pretty far into that. I talked on earlier calls the first quarter, two or more Western Hemisphere based. We’re now getting into more Eastern Hemisphere based. So, a lot of the improvements that you saw in terms of costs, in terms of working capital, tended to be more process based on the U.S. services and tubular size and a little bit more brute for us on the international side. I think you see those process improvements, as we’ve just run kaizens in both Mumbai, India and Norway, you’ll start to start that process improvement spread to the Eastern Hemisphere in 2016.
Gary Luquette:
I am really encouraged by not just early results but the momentum, the inertia that we’re starting to achieve with this process. It’s now at a point where we have to govern how many of these projects we do at any point in time because demand is really outstripping our ability to be able to manage these projects from an organizational capability. And that’s a great place to be with demand outstripping capability. This is something that I believe is going to be a transformative sort of process in Frank’s. We’re now building infrastructure to be able to support it internally without the help of external resources. So, I think as we go through quarters in 2016 and beyond, we’ll be talking about a lot of very positive outcomes from not just balance sheet things but also reliability, improvements and lower cost of delivering our goods and services. So, this is something I’ve been very pleased about. And as we said earlier, we’re in the early innings of this. So, more to come.
Darren Gacicia:
When you look at it in terms of -- I think you guys gave, what $75 million in CapEx, what is -- is there a proportion that’s associated with these programs?
Jeff Bird:
So, when you look at it, you said on the CapEx, just to clarify, that CapEx is a $75 million spend number for 2016; that’s not a cut number. And candidly, I’d associate it with really two things, the working capital improvement that we’ve seen and then the cost reductions of $60 million, cumulative cost reductions. And I’d say probably, 75% of those cost reductions and CapEx or working capital improvements are coming on the heels of the kaizen events that we’re holding?
Gary Luquette:
Right. But it’s touching all phases of our business. For instance, we talked about technology and engineering. And the Frank’s business system approach and the lean approach associated with that we believe are going to be able to drive our ability to go from concept identification to market deployment in a much shorter period of time, by eliminating a lot of waste in that process and improving the collaboration between the different elements in our organization that are required to get there. So, it’s really going to touch and is touching all phases of our business.
Operator:
And our next question comes from Jim Wicklund from Credit Suisse. Please go ahead.
Jim Wicklund:
I just have a quick follow-up, when you talk about pricing pressure, is this primarily -- to follow up on Robin’s question, is it really pricing pressure from the customers that you’re having to accede or is it pricing pressure from your competitors?
Gary Luquette:
It depends, Jim. So, in the case where you have complex wells, then the pressure is coming mostly from the customer. When you’re having a more competitive segment where other players can play in that, then there is more competition or more pricing pressure from the competition. So, fewer players that have the capability, then you have to just meet the customers’ requirements to be able to secure that contract. When you have more players and it’s a more commoditized sort of service and equipment configuration, then you’re starting to see more pressure coming from the competitors.
Operator:
And that concludes our question-and-answer session. I will now turn the call over to Gary Luquette for final remarks.
Gary Luquette:
Let me just thank everyone again for joining us today and for your interest in Frank’s. We really do appreciate the opportunity to share with you some of the things going on, and to be responsive to your questions. I think that will wrap up today’s call. We’ll now conclude. Thanks again.
Operator:
Thank you, ladies and gentlemen. This concludes today’s conference. Thank you for participating. And you may now disconnect.
Operator:
Good morning and welcome to the Frank's International Third Quarter 2015 Earnings Call. My name is Brandon and I will be your operator for today. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session. Please note this conference is being recorded. And I will now turn it over to Blake Holcomb. You may begin, sir.
Blake Holcomb:
Thanks, Brandon. Good morning, everyone, and welcome to the Frank's International conference call to discuss third quarter 2015 earnings. I am Blake Holcomb, Director of Investor Relations. Joining me today on the call are Gary Luquette, President and Chief Executive Officer; Jeff Bird, Executive Vice President and Chief Financial Officer, John Walker, Executive Vice President of Operations and Keith Mosing, Executive Chairman. We have posted a presentation on our website that we will refer to throughout this call. If you would like to view this presentation, please go to the Investor's section of our website at franksinternational.com. Gary will begin today's comments with operational highlights and an overview of the quarter. Jeff will then provide a more detailed overview of our operations and financial results. Gary will conclude with his closing remarks. Everyone will be available for questions after prepared comments. In the interest of time, we ask that you limit yourself to one question and one follow-up question during the Q&A session. Before we begin commenting on the third quarter results, there are a few legal items that we would like to cover beginning of Page 3. First, remarks and answers to questions by company representatives on today's call may refer to or contain forward-looking statements. Such remarks or answers are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Such statements speak only as of today's date, or if different, as of the date specified. The company assumes no responsibility to update any forward-looking statements as of any future date. The company has included in its SEC filings cautionary language identifying important factors that could cause actual results to materially differ from those being set forth in any forward-looking statements. A more complete discussion of these risks is included in the company's SEC filings which may be accessed on the SEC's website, or on our website, at www.franksinternational.com. There you would also find the third quarter earnings press release and a replay of this call. Please note that any non-GAAP financial measures discussed in this call are defined and reconciled to the most directly comparable GAAP financial measures in the third quarter 2015 earnings release which was issued by the company earlier today. I'll now turn the call over to Gary for his comments.
Gary P. Luquette:
Thank you, Blake, and good morning to everyone on the call. Before I get started with my comments on the quarter, I wanted to make a quick announcement regarding some personnel changes that we have planned. John Sinders, our Executive Vice President of Corporate Development and Planning, has decided to leave the company effective at the end of this year. Jose Xavier, Vice President of Corporate Development will be working with John over the coming months to ensure a smooth transition of our M&A group. I want to take this time to thank John for his time at Frank's, specifically stepping in during the time of transition where he served as Interim CFO and later EVP of Administration. We appreciate all the work that John did and he will remain connected to the company on a consultancy basis and available to assist us further if and when needed. Now turning to the results from quarter three. The oilfield services industry faces strong headwinds for the foreseeable future. A decrease in customer capital spending, lower well construction activity and price reductions paint the backdrop of the challenges we face. In light of this climate, our focus as a company continues to center around controlling what we can control. Before Jeff dives deeper into the drivers of our financial results this quarter, I would like to touch on several of the main themes that summarized our performance in the quarter which can be seen on page five. Overall, third quarter performance was a reflection of what we began to see materializing as we exited the second quarter. Our U.S. offshore business saw an uptick in activity and market share as projects recovered from operational and weather-related delays. Our International business, particularly West Africa, held market share, but was adversely impacted by steeper activity declines and pricing concessions. In the areas of our business we can't control, we continue to see good progress. Our lean initiatives and the cost controlling measures we implemented earlier this year are yielding positive results in our U.S. Services segment and the company's cash flow. The next phase of these initiatives will be focused on our International business where activity levels are beginning to slow. Top line revenue fell 6% in the quarter with our International business being hit the hardest by activity decreases. Total company EBITDA fell 8% from the second quarter as the benefits of international cost cutting initiatives could not be realized in time to match revenue declines. However, U.S. Services and Tubular Sales margins both improved in the quarter as cost reductions and manufacturing process improvements took hold. As a result, total company EBITDA margin performance was above 30% and solid positive free cash flow was achieved for the ninth consecutive quarter. This marks the second straight quarter we saw Tubular Sales contributing meaningfully to the overall results for the quarter. In fact, the third quarter was our highest revenue and EBITDA quarter for the Tubular Sales business since turning public. We continue to pursue contracted spot opportunities in this segment, but would expect to see more tempered results as we close out 2015. Turning to page six, you will see a high level overview of how our offshore regions were impacted by price, activity, and rig count during the third quarter. The majority of our operational areas saw declines with the exception of Europe and the Gulf of Mexico. In Latin America and the Middle East, we maintained market share, but began to see reduced activity in the form of projects being pushed to the right. This is a similar impact to what we saw in the U.S. Gulf earlier this year. Top-line revenue in each region was down 20% to 30% quarter-over-quarter as a result of the shift. The pricing and activity impacts also included a combination of customer discounts, currency fluctuations, and the type of work being done. The scope of work we've performed for our customers will likely continue to ebb and flow, but the percent of rigs operating that we participate on is a key indicator for our business. In fact, the percentage of rigs that Frank's worked on in Q3 was flat to Q2 despite a decrease in activity in the majority of the markets we serve. There has been some shifting away from work on higher margin projects to lower margin jobs that may not require some of our highly specialized tools and services we offer. This shift in the mix of work was a key driver in the reduction in our International margins during the quarter. Page seven gives us a closer look at what we saw in our two biggest operating areas during the third quarter. On the positive side, the Gulf of Mexico market share has grown during the year even as fewer rigs remain active. We are working closely with our customers to find the right balance between preserving market share versus pricing concessions and are satisfied with the results we are seeing. As we move through the balance of the year, it is looking more and more as if we are approaching a market bottom in the U.S. Gulf and expect to sustain third quarter market levels. The West Africa market is a different story. While our market share is holding, it is holding in a market that has seen nearly a 20% decline in the number of active rigs. In addition to an overall rig decline, an unsuccessful exploratory campaign in the pre-salt that would have required more complex well construction designs has exaceberated the issue. In other words, it's not only a loss of rigs, but also the type of work we are performing on the remaining rigs that involves less complexity and thus a lower need for Frank's technology. As a result, we anticipate the margin seen in some pre-salt areas of West Africa, particularly Angola, to be the new normal for the fourth quarter and most, if not all, of 2016. However, we believe that the worst is behind us and we would expect more revenue stability as we continue to compete for market shares in other areas of West Africa and margin improvement as we drive our costs lower in the region. Moving to page 8. This provides a high level overview of how our team is evaluating the current M&A market. Despite the poor industry backdrop and it's impact on our business, we remained vigilant to find opportunities to take advantage of the down cycle. While getting leaner and more efficient are priorities, we also want to position the company for appropriate growth well into the future. We have begun to see bid-ask spreads narrow as balance sheets are stretched and value expectations become more realistic. We have the advantage of being a company with good cash flow and a strong balance sheet that allows us to be selective and make a potentially transformative acquisition that would be accretive to the company and support our already industry leading margins. The three key factors among others being considered as we evaluate M&A opportunities are
Jeffrey J. Bird:
Thank you, Gary. Looking at page 10, we see a summary of the financial highlights from the third quarter. Net income attributable to Frank's International was $17 million or $0.11 per share. Diluted net income, which includes $1.6 million and assumed additional tax impact of conversion of preferred shares was $22 million or $ 0.11 per diluted share. Earnings per share felt the impact of a higher quarterly effective tax rate of 31% due to shifts in the business mix between U.S. and International jurisdictions. We would expect our annual effective tax rate to be between 25% and 28%. Additionally, due to U.S. dollar strength specifically in Norway and Brazil, we incurred a $5 million loss in the quarter. Aside from these impacts, and as Gary touched on, our revenues and adjusted EBITDA were in line with what we expected. As we exited Q2, many of the themes we discussed during the last call came to pass during Q3, primarily as it relates to challenges in West Africa and the timing of projects in the Gulf of Mexico. We also held total company EBITDA margin to above 30% and saw de-leveraging at a rate of 47% in the quarter which I will discuss further in a minute. As we work our way through the trough of the cycle, we will attempt to maintain our industry leading margins with full knowledge that further downside risk exists if our current market thesis doesn't play out and we experience an even more severe and prolonged down cycle. Looking more closely at the different business segments, we will first look at International Services on page 11. International Services revenue from external sales in the third quarter declined 16% sequentially and 28% year-over-year to $103 million. Decreased activity across the majority of our markets was the overwhelming driver. In fact, pricing has been relatively stable and only accounted for about 15% of the revenue declines. Our overall market share was flat quarter-over-quarter, but with a fewer number of exploratory wells being drilled and the overall rig count having declined, we are holding share of an overall smaller pie. Adjusted EBITDA for International Services in the third quarter was $39 million, or 38% of external sales, down 29% sequentially and down 40% year-over-year. The rate of decline in activity as well as the mix of work we conducted in the quarter outpaced our ability to implement cost saving initiatives. We have identified some of the same opportunities we saw in the U.S. Services segment and have already begun taking similar actions in Q4 that will show up more fully in Q1 of 2016. Some of the actions are associated with adjusting to the current activity levels, but roughly one-third are more structural in nature and will carry through as the cycle recovers. We believe that we are still in the early innings of this cost optimization process in the International business and the possibilities to harvest efficiencies abroad are on par or greater than those we've seen within our U.S. operations. Moving to U.S. Services on page 12, the third quarter revenue from sales decreased 5% sequentially and 34% year-over-year to $74 million. Adjusted EBITDA for U.S. Services in the third quarter was $18 million or 24% of external sales, up 9% sequentially and down 60% year-over-year. The incremental pick up in EBITDA shows that the cost cutting actions we have taken during the year are working their way through to the bottom line. Looking closer to our U.S. Services business segment, Gulf of Mexico third quarter revenue was roughly flat sequentially and down 20% year-over-year at $53 million. Revenue held steady as we gained market share in the quarter due to customers moving forward with some previously delayed projects despite the Gulf being down one rig and loop current impacts. While pricing and activity continue to fluctuate, U.S. Offshore margins remained healthy. U.S. Land decreased 15% sequentially and 53% year-over-year to $22 million. The struggles faced in the U.S. Land market have been well documented over the last year and are expected to be in this range until we see a meaningful and sustainable increase in commodity prices. While aggressive pricing in the fragmented market continues, we are seeing market share in key areas grow as competitors exit the market. However, the gains in share are not enough to completely offset expenses and we are now seeing EBITDA margins below breakeven levels. Despite the temporary negative impact on earnings we see in U.S. Land, it remains a strategic area for Frank's as we expect it to return more quickly and more sharply in response to commodity price recovery. Finally, page 13 shows our Tubular Sales performance. This has been a real bright spot for the company here over the last couple of quarters. Revenue from external sales in the third quarter was $62 million, up 17% sequentially and up 53% year-over-year. Adjusted EBITDA for Tubular Sales in the third quarter was $16 million or 26% of external sales, up 100% sequentially and up 71% year-over-year. While we continue to be the go-to-provider our customer's value and trust, we wouldn't expect this segment to perform the way it has the past two quarters. Orders taken and delivered move around from quarter-to-quarter and are often placed with varying amounts of lead time. We do however expect this business to contribute meaningfully going forward, as a reflection of the cost improvements in manufacturing and continued commercial focus. Taking a look at page 14, process improvements have been a priority since becoming a public company after a long and successful history as a family run business. Already this year, we have seen our working capital, excluding cash and equivalents, reduce roughly 19% as a result of new initiatives. Improving invoicing and collections practices have reduced our net accounts receivable by approximately $66 million and a leaner manufacturing function has brought our inventory down roughly $30 million to a more just in time level as opposed to a just in case one. We are also seeing efficiency in our revenue per dollar of capital spent. Our third quarter CapEx spend was $17 million. For the first nine months of 2015, CapEx spend was $88 million. As a continued part of our process improvements and prudent spending, we're revising full year 2015 CapEx downward to $120 million from $150 million. Additionally, we expect full year 2016 CapEx to come down even further to approximately $75 million as we continued to prioritize spending to meeting our customer's needs, maintain equipment, and make the strategic investments to upgrade our business management systems as part of the continued transition from a private to a public company. These capital reductions are sign of the times inappropriate, but our financial strength allows the flexibility to ramp up when the conditions warrant. Page 15 highlights the results we're seeing as our cost savings initiatives work their way through the EBITDA. When we first began implementing our plan, we saw a $0.88 drop in EBITDA for each dollar of lower revenue. From Q2 to Q3, we saw this ratio drop to $0.46 for each dollar of revenue and we would expect to see this trend continue. I want to reiterate that nearly one-third of these controlling what we can control initiatives, are not solely related to industry trends, but lasting improvements that we estimate will save the company $55 million on an annualized basis. This represents an upward revision from the $30 million we discussed in Q2 which will be a key element in our efforts to support our strong margins going forward. Closing with page 16, I would like to follow-up on the announcement yesterday regarding the distribution of approximately 119 million shares from our largest shareholder FWW B.V. to the 12 Mosing family beneficial owners. The governing documents of FWW established prior to the IPO provided the framework to allow the Mosing family members to ultimately take direct ownership of their shares in the company. The distribution accomplishes this end. There is a six-month lock-up period to sell shares outside of the existing Frank's shelf registration. After the six-month period, each owner will be eligible to manage their shares in a manner they deem appropriate within the boundaries of the typical insider transaction filings. We have not been informed of any timetable for the Mosing family to change their ownership position in the company nor are we aware that the family has a target level of total ownership in the company. However, we plan to work closely with the Mosing family if and when the time comes for a change in the total family ownership in an effort to ensure a smooth and orderly transaction in the marketplace. I will now turn the call back over to Gary for some final comments before we open the call up to Q&A.
Gary P. Luquette:
Thanks, Jeff. Before we open the call up to your questions, I would like to talk a bit on our outlook for 2016, which can found on page 17. With the majority of our customers keenly focused on cash flow and responding accordingly with reduced capital budgets, it's unlikely that we would expect to see a recovery in the oilfield services space in 2016. We expect visibility to remain cloudy, activity to be muted, and further discussions around price relief expected in 2016. While painful in the short term, large reductions in capital spending are necessary to balance the oil supply demand fundamentals, and we believe we will begin to see the current imbalance narrow in the latter part of 2016. Even if commodity prices begin to show signs of recovery in the second half of 2016, it is doubtful our customers would have the confidence to increase capital spending that quickly. Therefore, we would not be surprised to see our full year revenues fall from 2015 levels. The amount of activity and the scope of activity lies in the hands of our operating customers around the world, but how we respond in terms of reducing cost, improving efficiency and demonstrating our value to the customers to compete for business is in our control. We are confident that even if 2016 offers additional downward pressure to the top line, we can deliver good margins and be cash flow neutral to positive at the trough of the cycle by controlling what we can control. Thank you for your time and attention. And with that, we will open up the call for questions.
Operator:
Thank you. We will now begin the question and answer session. And from Credit Suisse, we have Jim Wicklund on line. Please go ahead. James Wicklund - Credit Suisse Securities (USA) LLC (Broker) Good morning, guys.
Gary P. Luquette:
Good morning.
Jeffrey J. Bird:
Good morning. James Wicklund - Credit Suisse Securities (USA) LLC (Broker) You talked about the Middle East and Brazil as places you'd like to be, and I know that in the past, Brazil hasn't afforded you the pricing and margin opportunity you'd like, but just in general in addition to Exxon and Chevron, it seems that the most complex wells were part of the most complex and expensive projects and those are getting pushed to the right. Is this really the bottom line of what's hitting and are there opportunities really in the next couple of years in those two markets?
Gary P. Luquette:
Jim, I think they are, and I'll tell you these big projects represent the largest accumulations, right. And you can slide those to the right and still preserve the projects, but at some point you're going to have to act and you've got to remember that many of these deepwater developments or pre-salt developments take many years in order to move from the exploration and evaluation phase all the way through development and then eventually first oil. So I think what's happening now is our customers are managing short-term cash flow needs, but at some point, you can't slide it to the right anymore without having lease expiration or some other consequence that would cause the project to move out of the inventory. So we're seeing this sliding to the right, but there is a limit at that. James Wicklund - Credit Suisse Securities (USA) LLC (Broker) Okay. We know there are complex wells in Brazil, but is there enough complexity in the Middle East to warrant, or we should expect to see, any meaningful improvement in markets whether it's acquired or not?
Gary P. Luquette:
Well, the Middle East the attraction there is the staying power of the national oil companies and some of the improved economics just because of the lack of geologic, geophysical risk, reservoir risk, as well as well complexity. So not all markets are the same obviously, some markets represent higher margin opportunities, others represent a more stable base and managing the overall portfolio is what we're trying to do to keep top-line revenues at or higher than what we're seeing now.
Operator:
Okay. And from Barclays we have David Anderson. Please go ahead.
J. David Anderson:
Thank you. You mentioned about a shift of mix in work internationally, you say not as high margin, not requiring much hiring of equipment. Is this just primarily related to exploration activities starting to go away? I was just wondering if you could just kind of help us – kind of understand kind of which region as most pronounced? It looks like West Africa is probably the most. But can you kind of give us a little bit of a walk through on how it's shifting in other regions as well?
Gary P. Luquette:
So it is mostly West Africa in the short-term. Obviously these big projects that are slipping to the right also have some pretty substantial well complexity challenges with them that also represent opportunities for higher margins, but those are ones we think eventually will have to eventually be committed to and executed. But in particular (28:33) we mentioned in my opening remarks the lack of economic success that they've had in the sub-salt play in Angola has really caused a huge shift in well complexity. We're pursuing other opportunities in West Africa to offset some of the loss that we see in this sub-salt play, but those would come with less complex wells and obviously less complex wells typically translates into a lower margin operation.
J. David Anderson:
Understood. If I just shift my attention over to the Gulf of Mexico, the resiliency there was certainly a pleasant surprise this quarter. You had mentioned about in the release about customers are moving past operational delays, I was wondering if you could expand upon that comment a little bit and whether or not you think you've kind of hit this kind of stability level here in the Gulf. I know in the past couple of quarters you've talked about the same shift of business, kind of going away from kind of the drilling to other things. I was just wondering if you could kind of talk about those two elements.
Gary P. Luquette:
Well, in our last quarter call we mentioned there were an abnormal amount of either infrastructure delays associated with installation problems. There were an abnormal high number of loop current impacts that set drilling back, as well as just some well drilling and completion problems. It was abnormal. We felt that, as we would move out of that quarter, we would start seeing some of that work pick up and we have. I'd love to tell you that our confidence that operational issues are going to go away and we're going to see a new normal that is reflected in what we saw this quarter, but it's really impossible to predict that. We'd like to think that our customers learn from some of their challenges and as they drill subsequent wells they build those learnings into their execution plan and avoid those, but it's just hard for us to predict that.
Operator:
From Jefferies, we have Brad Handler online. Please go ahead.
Bradley Philip Handler:
Thanks. Good morning, guys. I guess I found myself trying to keep track of a couple of things, so if I ask you to repeat a little, forgive me. But I'm trying to sort through in the international markets the aggregate effect of pricing, the aggregate effect maybe of rig count, just in terms of trying to understand the revenue mix and then maybe better the margin impacts.
Jeffrey J. Bird:
Sure. So this is Jeff Bird. So if you look at Africa, we saw about $2 million impact in the quarter from a pricing standpoint on a Q-on-Q basis. The rig count decline was specific to the pre-salt falling off and we've seen a little bit of mix there as well that impacted as well. The pre-salts tend to be the higher margin segment of our business; and as we move out of that, we see the margins come down as well, but about $2 million from a pricing standpoint.
Bradley Philip Handler:
Okay. And it sounds like you had a little in Latin America and Asia Pac as well. Was the aggregate impact of pricing just by eyeball regions, is it fairly flat in the quarter sequentially?
Jeffrey J. Bird:
Sequentially fairly flat in the quarter on the International side.
Operator:
From RBC, we have Kurt Hallead online. Please go ahead.
Kurt Hallead:
Hi, good morning.
Gary P. Luquette:
Morning.
Jeffrey J. Bird:
Morning.
Kurt Hallead:
I wanted to do get into maybe tubular services here a little bit. You had obviously a record quarter there, indicating that it'll come down in the fourth quarter. Maybe gauge how you're handicapping the magnitude of that change heading out into the fourth quarter and any initial prognostications on how you think the first quarter of 2016 might set up there?
Jeffrey J. Bird:
Yeah. So this is Jeff Bird again. Specifically on the tubular segment, we talked earlier in the year we saw some subpar margins earlier in the year and we talked about those margins coming back to the 20% level. They exceeded that this quarter. They exceeded that this quarter primarily because, as we talked about, Tubular Sales can be pretty lumpy from quarter-to-quarter. So we wouldn't expect to see the level of sales that we had this quarter. It comes down to more of an average. If you really look at the average for the year, you're going to see that business come down to more of the average for the year. Things move sometimes from quarter-to-quarter and makes the numbers look odd there. But you can see the average revenue, if you average those first three quarters, that would be about the average in the fourth quarter with about a 20% margin. And then we're not really looking or commenting right now on 2016 outlook.
Kurt Hallead:
Got it. All right. That's good for me, thanks.
Operator:
From Seaport Global Securities, we have Ken Sill online. Please go ahead.
Ken Sill:
Yeah. Hey, guys. I was really going to ask some housekeeping questions. We didn't get the guidance here on, with the cost cutting, what might happen to SG&A, what's going on with DD&A with the CapEx coming down, and then get an idea of the magnitude of head count reductions you guys have done so far.
Jeffrey J. Bird:
Sure. So if we look through the end of the third quarter, we've eliminated about 1,000 positions from the beginning of the year till now. As I said on the last call, we're not going to make a big bang announcement about those things anymore. You're just going to see them in the releases and you're going to see the benefit of those falling through to the bottom line. You see that in the deleveraging side that we showed earlier that that's starting to go to the bottom line there. As far as CapEx, we're calling a CapEx number of about $75 million for next year. Now, that's down substantially from the $120 million that we're now advertising for this year. We'll continue to evaluate that $75 million and we could go either way with it. We've got a very strong balance sheet. So if we saw opportunistic areas where we needed to invest, we can certainly do that. But right now, $75 million is the target.
Ken Sill:
And what's going to be the impact on SG&A and DD&A run rate given the head count reductions and lower CapEx?
Jeffrey J. Bird:
So I'll speak specifically around – I think what you're asking if I understand is you're asking specifically around what the cost benefit is of the positions eliminated. And our overall productivity projects, inclusive of that, are base closures and positions eliminated. The annualized benefit of that is around $55 million.
Operator:
From Simmons, we have Ian Macpherson on line. Please go ahead.
Ian Macpherson:
Thanks. I appreciate the slides. Those are very helpful. I had a question on the Gulf of Mexico market share. That's a big impressive step-up in this past Q3. Is that a blip or have you taken a significant structural gain there that's going to be sustainable over the coming quarters there towards two-thirds market share?
Gary P. Luquette:
I would like to think that it's a structural shift. But again, many of these projects are individual wells, are competitively bid. Rigs move from region to region. So this has always been kind of our backyard. It's an area where we have great capability, especially when we think about lower tertiary trend wells that require the highest of technology and capacities to be able to execute. So I'd love to think that there is a structural shift there that could be sustained, but it's hard to really be able to say that with any confidence.
Ian Macpherson:
Okay. Fair enough. Thanks, Gary. And then I had a question separately on your land margins below breakeven currently. Is there a target or any opportunity to bring those up to better than break-even just through cost improvements or do you really need the markets to turn up in order to get margins positive there?
Jeffrey J. Bird:
Sure, let me comment on that. I think a couple of things there. One is we continue to look at the cost base there. So we've shut down – year-to-date, we've closed 10 bases and we're continuing to evaluate that as we go forward, but there's certainly a level you reach where we wouldn't want to go below because this is a strategic business for us. And we really look at it over the entire cycle and we recognize that right now we might continue to operate below breakeven. But if you look at it over the entire market cycle, it's a very good business for us, and it's a business we want to be in. So we'll do some cost actions, but candidly we are going to need some market recovery to really get back above breakeven.
Operator:
And from Goldman Sachs, we have Waqar Syed on line. Please go ahead.
Waqar Mustafa Syed:
Thank you for taking my call. On International business line, could you give us a breakdown of how the land versus offshore business kind of tracks on a year-over-year basis and sequentially?
Jeffrey J. Bird:
We really don't break out the International business between land and onshore, so wouldn't want to comment on that.
Waqar Mustafa Syed:
Okay. But generally, they were kind of in the same ballpark in terms of changes?
Jeffrey J. Bird:
Yeah, I'd say they're in the same ballpark.
Waqar Mustafa Syed:
Okay. And then on the M&A side, you mentioned complementary businesses, could you provide us with any color on what kind of business would you be interested in – maybe be interested in and secondly what's the appetite for debts on the balance sheet?
Gary P. Luquette:
Okay. So when we talk about complementary product and service lines, it would be definitely limited to within the well construction space. There's still a lot of opportunities there. For instance, there's a lot of jewelry that is clamped on to casing and tubulars that we run. Obviously, that'd be an opportunity. We are looking at just about anything to increase our time on the rig floor. So when we talk about that sort of thing, we're looking at things that don't move too far out of our sweet spot, but things that would complement what we're good at and what our main business is today.
Jeffrey J. Bird:
And just building then on Gary's comment around debt on the balance sheet, we would up to 2 times trough EBITDA from a debt standpoint; we'd consider something in that range. Obviously, with having $0.5 billion on the balance sheet today, we've got a little bit of room to move before we have to worry about that.
Operator:
From SunTrust, we have Chase Mulvehill on line. Please go ahead.
B. Chase Mulvehill:
Yeah, thank you. Good morning.
Gary P. Luquette:
Good morning.
Jeffrey J. Bird:
Good morning.
B. Chase Mulvehill:
So, I guess, the first question, I want to come back to Handler's question around pricing. I think prior comments around pricing was that you had given 5% to 10% price discounts. So where do we sit in regards to pricing average kind of across your business right now offshore?
Jeffrey J. Bird:
On the offshore side?
B. Chase Mulvehill:
Yeah.
Jeffrey J. Bird:
The offshore side is probably still in that 5% to 10% range and we talked earlier that – so if we talk about the three markets, U.S. Land's obviously been hit the hardest from a pricing standpoint. Second is Gulf of Mexico. In International, we've seen a little bit of movement, but we've not seen much movement at all on the International side. But overall, offshore is probably in that 5% to 10% range. If you start adding in the U.S. Land, that becomes a larger number.
B. Chase Mulvehill:
Right, right, okay. And on the International side, how much did you say that 5% to 10%, is that more International or Gulf of Mexico?
Jeffrey J. Bird:
More weighed towards Gulf of Mexico right now.
B. Chase Mulvehill:
Okay. All right. And the reason that you haven't seen it in International is just because that's more of a contracted business or how should we think about that?
Jeffrey J. Bird:
More contracted complex wells where, quite frankly, we've got the right technology and we can continue to maintain those margins.
Gary P. Luquette:
And our national oil company customers and the IOCs that work for them have just not moved as quickly in the price space as we've seen in the U.S.
Operator:
And from Credit Suisse, we have Jim Wicklund back online. Please go ahead. James Wicklund - Credit Suisse Securities (USA) LLC (Broker) Me again, guys.
Gary P. Luquette:
Hey, Jim. James Wicklund - Credit Suisse Securities (USA) LLC (Broker) Over the last couple of years, you guys have won some significant contracts that boosted your regional market share. Are there any material contracts floating around right now in the industry that would give someone a player to gain share in a particular market?
Gary P. Luquette:
Jim, I don't think I would feel comfortable in answering that question just because obviously there's some competitive forces at place at work here, so I think we'll let that one just lie. James Wicklund - Credit Suisse Securities (USA) LLC (Broker) That's okay, but the way you answered it still helped, so I appreciate that.
Gary P. Luquette:
Yes. James Wicklund - Credit Suisse Securities (USA) LLC (Broker) And the last question U.S. onshore, you say, bounces back more quickly and sharply and I take it on a relative basis that at the expense of deepwater. So thinking that things move into balance next year, how much is the delay if U.S. onshore bounces back quickly and sharply, how much is there a delay before deepwater starts to respond?
Gary P. Luquette:
Well, I think the deepwater response, Jim, is going to be more a function of lease obligations, lease schedules, and major capital project schedule than they're going to be pricing related. Obviously, if there is options to defer, because your risk profile is a little more difficult, a little more challenged in the deepwater, I would expect those to be slid to the right as far as the operator can, because those represent the more capital intense projects and if it's exploration or delineation drilling represents your highest risk profile wells. But as I mentioned earlier in response to a question, the fungibility of that program is limited and, at some point, you have to decide whether you're going to let that discovery go and allow it to go back into the till for others to bid on later or whether you're going to go ahead and commit to a project on the premise that you'll see price recovery longer term and that will intersect with the first oil schedule.
Operator:
From SunTrust, we have Chase Mulvehill. Please go ahead.
B. Chase Mulvehill:
Hey, thanks for letting me back in. So if we can kind of just hash out the 4Q outlook, I mean, if we kind of walk through each of them, the Tubular Sales is obviously going to be down, you talked about 20% margins, Gulf of Mexico sounds flattish. Obviously, whatever we think is going to happen here on U.S. onshore we can make our own assumptions there. So that just leaves International, if you can kind of just give us a little bit of color around revenue expectations and maybe margin expectations?
Jeffrey J. Bird:
Sure. I think that Q3 to Q4 International is going to be flattish as well. From a margin standpoint, we talked about the cost actions we're taking. You won't see a meaningful impact on those. In the fourth quarter, you will likely see that benefit more in the first quarter next year as we work through those, but I think you'd see it flattish from Q3 to Q4.
B. Chase Mulvehill:
Okay. Awesome. Thank you.
Operator:
And we have no further questions at this time. We will now turn it back to Blake Holcomb for final remarks.
Blake Holcomb:
Thank you, everybody, for joining the call today. If you have any follow-up questions, feel free to reach out to me in my contact information. Thank you very much.
Operator:
Ladies and gentlemen, this concludes today's conference. Thank you for joining. You may now disconnect.
Operator:
Welcome to the Second Quarter 2015 Frank's International N.V. Earnings Conference Call. My name is Kristine and I will be the operator for today's call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session. Please note that this conference is being recorded. I will now turn the call over to Mr. Thomas Dunavant. You may begin.
Thomas Dunavant:
Good morning, everyone, and welcome to Frank's International's conference call to discuss second quarter 2015 earnings. I am Thomas Dunavant, Director of Investor Relations. Joining me today on our call are Gary Luquette, President and Chief Executive Officer; Jeff Bird, Executive Vice President and CFO; John Walker, Executive Vice President of Global Operations; John Sinders, Executive Vice President of Administration; and Keith Mosing, Executive Chairman. Gary will begin today's call with operational highlights and an overview of the quarter. Jeff will then provide a more detailed overview of our operations and financial results. Gary will conclude with his closing remarks. Everyone will be available for questions after the prepared comments. Before we begin commenting on second quarter results, there're a few legal items that we would like to cover. First, remarks and answers to questions by company representatives on today's call may refer to, or contain forward-looking statements. Such remarks or answers are subject to risk and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. And such statements speak only as of today's date, or if different as of the date specified. The company assumes no responsibility to update any forward-looking statements as of any future date. The company has included in its SEC filings cautionary language identifying important factors that could cause actual results to be materially different from those set forth in any forward-looking statements. A more complete discussion of these risks is included in the company's SEC filings which may be accessed on the SEC's website, or on our website, at www.franksinternational.com. Also you may access both the second quarter earnings press release and a replay of this call on our website. Please note that any non-GAAP financial measures discussed during this call are defined and reconciled to the most directly comparable GAAP financial measure in the second quarter 2015 earnings release which was issued by the company today and is available on our website. I will now turn the call over to Gary for his comments.
Gary P. Luquette:
Thank you, Thomas. Despite difficult market conditions, our second quarter results were generally in line with what we expected. Activity levels outside of the U.S. land market mostly trended with our expectations and internal efforts to control cost and improve efficiencies began to take hold. Jeff will cover our financial results in more detail in a minute, but at a high level, our revenue declined 8% sequentially with U.S. Services declining the most, down 28% from the first quarter. Tubular Sales was a bright spot for us, delivering 21% sequential revenue growth. Lower activity and price reductions impacted our EBITDA as total company adjusted EBITDA margin was 31%, down five percentage points from the first quarter. To offset pricing pressure and right size the business relative to the current business environment, we have and we continue to pursue cost reduction initiatives. In the second quarter, we moved forward with the previously announced workforce reduction which ended towards the higher end of our announced range of 400 to 600. Additionally, we continue to look for ways to further reduce our cost through process improvement and internal efficiencies which will help mitigate adverse market conditions in the short-term, while ensuring we are well-positioned operationally for the long-term and eventual recovery. In other words, we are taking steps to control what we can. What we cannot control is the market, which unfortunately still remains very uncertain. Activity levels and pricing for our services for the rest of 2015 is still difficult to predict. Although there are signs that we are near or at a market bottom based on rig count and commodity prices, any optimism for the remainder of the year is predicated on the belief that commodity prices will see a modest recovery in the second half. As demonstrated in recent weeks however, market softness persists and some now believe downward pressure on prices will persist for the remainder of this year. As a result, our customers are focused on short-term business fundamentals and have deferred discussion on longer-term outlooks. Projects and programs that can be deferred without the loss of opportunity are being delayed until sustained price improvement is seen. Longer-term, some of these deferred programs will have to be executed to honor lease commitments. The main uncertainty is timing, either second half of 2015 or roll into 2016. In addition to project deferrals, we're also seeing a second round of pricing discount request as initial discount agreements expire or new discounts are being sought. This will lead to further headwinds to our revenue and EBITDA for the rest of the year. Activity levels outside of U.S. land remain close to forecast; with some areas holding and others experiencing slight declines as projects get canceled or deferred, as previously mentioned. Regions where activity is slowing more than forecast include West Africa and the Gulf of Mexico. The reasons for each though are somewhat different. In West Africa, poor results of exploratory wells in the pre-salt and challenged economics of current development projects have led to a decrease in activity. When commodity prices recover, we are hopeful that some of this activity will also recover. In the Gulf of Mexico, activity is lower due to project delays and the continuance of well construction execution problems. Concerning project delays, we believe those sanctioned projects will proceed albeit at a later date due to sunk costs and lease obligations. The timing of these projects will depend on commodity prices and lease expiration dates. For our work impacted by well construction problems, the timing is uncertain. In addition, 2015 has been an unprecedented year with excessive loop currents, making it difficult to anchor floating units and conduct drilling operations. The U.S. land market has been the most disappointing and unpredictable part of our program. It has declined more rapidly than many in the industry had forecast. In addition to the rapid and absolute decline in rig count, competition has been fierce, and in some cases, involves irrational pricing. We believe this pricing environment is unsustainable. At Frank's, we are driving to reduce our costs and looking to maintain our market share, while avoiding winning work at unacceptable margins. As we have indicated in past calls, we are working to up-sell our capability or look for longer-term contracts as a means of offsetting pricing pressures. With all of this uncertainty, our focus is on controlling what we can and continuing to look introspectively to improve our execution efficiency and reliability. As part of controlling what we can, we are focused on continuing to deliver outstanding service to our customers while investigating new ways to maintain our technological advantage for complex wells. Working together, our engineering and operations teams continue to set records in the Gulf of Mexico. During the second quarter, we broke our previous string weight record of 2 million pounds. This record was broken twice within the same day, with one string having a string weight of over 2.2 million pounds. We have now landed four strings, which are in excess of 2 million pounds. We have several more of these high string weight projects scheduled for upcoming quarters. Last quarter we discussed our acquisition of Timco Services, a tubular running services business primarily concentrated in the sweet spots of the Permian and Eagle Ford shales. Our integration of this business continues as we aim to have our operations mostly consolidated by the end of the year. Customers of both companies have been receptive to the integration as we reassign work based on our new combined footprint and we bring the best of both companies to address the challenges of their wells. Jeff will discuss more details in a minute, but we had healthy cash flow this quarter, ending the quarter with nearly $500 million in cash despite having closed the Timco acquisition at the beginning of the quarter. We continue to explore both organic and inorganic opportunities and have a growing opportunity set of targets that fit our overall strategic mandate. We continue to look for consolidation opportunities including in the U.S. land market, but we are not limiting ourselves to land. Offshore and international opportunities are being considered and we are open to diversifying our product and service offering if the right strategic opportunity were to present itself. Our acquisition strategy remains unchanged. We are looking for targets that either will allow us to increase our presence in markets that we feel we are underrepresented, or will allow us to grow with new product or service offerings. Either way, we want to be the leader in every market and segment in which we compete. We are always looking for the best and brightest people to join our team and a market like this gives us opportunities to add to our capability. One such recent addition is David Brunnert who joins us with nearly 20 years of oilfield services experience and will serve as our Senior Vice President of Operations reporting to John Walker. To recap, activity in most of our markets is close to forecast. However, pricing pressures persist and competition for reduced services is strong. We are working hard to reduce our cost while ensuring we have the ability to respond to our customers once the recovery begins. We will continue to meet the challenges in our business and do all that we can to not only survive this downturn, but continue to look for ways to improve our market position and execution capability. All the while, we continue to generate positive free cash flow that allows us to continue to pay our dividend while looking for acquisition opportunities that enhance our market leader position. I will now turn the call over to Jeff Bird for his comments before providing my closing comments.
Jeffrey J. Bird:
Thank you, Gary. We do face an uncertain market. Financial results were in line with our expectations as Q2 is the first quarter we faced the full effect of the price reductions. However, as we stated on our call last quarter, we remained focused on controlling what we could control. Gary previously mentioned workforce reductions. Since year-end, our head count is down approximately 15%. We've moved forward with closing seven U.S. land bases and two international manufacturing locations since year-end. These actions will yield $20 million in savings in 2015 and annualize $30 million in 2016. We will continue to update you on our cost reduction activities in future quarters. One important element of our ongoing cost and working capital efforts is sustainable underlying process change. To that end, we held Frank's first Lean Kaizen event at our facility in Lafayette, Louisiana focused on four key projects, specifically, in procure to pay, order to cash, human resource planning and tong manufacturing. As I've discussed on prior calls, I believe we'd be able to deliver a 30-day DSO improvement between now and mid-2016. The projects that we've identified targeted scalable action plans to reduce our working capital by greater than $30 million in this facility alone. The results of these action plans should begin to take hold in Q3 and yield meaningful results in Q4 of this year. This will help bolster our already strong balance sheet, thanks to all the team members in our Lafayette facility that have contributed. This is the first step and an outstanding start to our Lean journey. We believe this will position Frank's to meet the challenging environment we are operating in and be positioned to capitalize on the eventual market recovery. Turning to our results for the second quarter. Revenue for the quarter was $254 million, an 8% decrease sequentially and 7% decline year-over-year. U.S. Services saw slower activity offset by a stronger quarter from tubular sales. International remained stable. Our adjusted EBITDA for the second quarter was $80 million or 31% of revenue. Adjusted EBITDA margin declined five percentage points from the first quarter. Q2 is the first quarter we faced the full effect of the price reductions outlined in Q1 of 5% to 10% and a full quarter of lower U.S. Services activity. Income from continuing operations for the second quarter was $29 million with net income attributable to Frank's International N.V. of $21 million or $0.14 per share. Diluted net income which includes $400,000 and assumed additional tax impact of conversion of preferred shares was $28 million or $0.14 per diluted share. In the second quarter, our tax rate was 26%. As a result of the changes in our business mix both in the U.S. and internationally, we now expect our 2015 effective tax rate to be between 22% and 24% versus a previous expectation of 20%. The second quarter's tax rate included a catch-up on our tax expense to get us up to this new effective tax rate. Diving deeper into our operating results, International Services revenue from external sales in the second quarter declined 1% sequentially and 5% year-over-year to $123 million. Pricing discounts have been less prevalent in this market. Lower activity due to unsuccessful wells and challenging commodity prices was offset by revenue growth in Latin America and Asia Pacific. Adjusted EBITDA for International Services for the second quarter was $55 million or 45% of external sales, up 6% sequentially and up 13% year-over-year. We have lower selling expense in the quarter which provided an uplift in our margins. U.S. Services' second quarter revenue from external sales decreased 28% sequentially and 26% year-over-year to $78 million. Adjusted EBITDA for U.S. Services in the second quarter was $17 million or 21% of external sales, down 63% sequentially and year-over-year. Breaking our U.S. Services business into land and offshore, Gulf of Mexico's second quarter revenue was down 29% sequentially and 20% year-over-year at $53 million. Revenue declined primarily due to lower activity. U.S. land decreased 27% sequentially and 35% year-over-year to $26 million. The U.S. land market has experienced a rapid decline in rig count. Our team is working hard to maintain our current customers, and where possible, gain new customers through strategic and targeted sales efforts. This business is at the core of the base reductions and head count reductions outlined earlier. We are continuing to fine-tune our cost profile and would expect to discuss additional cost reduction projects in the coming quarters. Lastly, tubular sales revenue from external sales in the second quarter was $53 million, up 21% sequentially and up 40% year-over-year. Revenue increased sequentially due to a favorable mix of business that included higher revenue and higher margin work. Adjusted EBITDA for tubular sales in the second quarter was $8 million or 15% of external sales, up 156% sequentially and down 14% year-over-year. Sequential EBITDA improvement is due to favorable mix and cost cutting actions in the manufacturing unit. We expect continued improvement in margin during the second half of the year, returning to normal levels of around 20% as the full impact of cost reductions take hold in Q3. Inventory in this segment is a significant opportunity as we look at our working capital efficiency. We have been successful in reducing inventory by $18.6 million since the beginning of the year. We will continue to refine our inventory model, balancing customer demand with cash investment in inventory. However, we believe inventory in general should continue to decline. Our second quarter CapEx was $27 million. For the first six months of 2015, CapEx was $71 million. As mentioned earlier, we plan on a 13% year-over-year CapEx reduction with a 40% equipment CapEx reduction. Our expectations for 2015 remain unchanged from last quarter with $150 million in total CapEx spend including $70 million in equipment CapEx. We are reviewing all capital needs, looking to eliminate or defer projects to future years that we do not deem critical given challenging customer needs in the current market environment. Diluted share count is expected to be 209 million for 2015. Our Board of Directors declared a dividend on August 3rd, 2015 of $0.15 per common share subject applicable to Dutch dividend withholding taxes with a record date of August 31st and payment on September 18th. This is unchanged from the previous quarter. Due to the uncertain environment, we are not providing guidance for the balance of the year. However, we expect much of the same dynamic we saw in Q2 with headwinds from pricing and activity delays partially offset by cost reductions. I will now turn the call back over to Gary for some final comments before we open up the call for Q&A.
Gary P. Luquette:
Thank you, Jeff. Hopefully, the information and commentary we provided for the remainder of 2015 will help you understand where we see the business going. Commodity prices and our customers will ultimately determine what the rest of 2015 will hold for us. We are focused on controlling what we can while ensuring that when the recovery happens, we are poised to be in a leading position to recover quickly and be a reliable predictor of performance. This is accomplished by being nimble within our operations ensuring we have the right people, the right equipment, and maintaining our strong customer relationships while still creating value for our shareholders both, in the short-term and the long-term. Thank you for your time and we will now turn the call over to your questions.
Operator:
Thank you. We will now begin the question-and-answer session. Our first question comes from Kurt Hallead from RBC Capital Markets. Please go ahead.
Kurt Hallead:
Hi, good morning.
Gary P. Luquette:
Good morning.
Jeffrey J. Bird:
Good morning.
Kurt Hallead:
So you guys kind of laid out the views for the outlook and how challenging things are. And given your experience, Gary, at the oil company level, just kind of wondering what additional insights you might be able to provide us as the investment community. How the majors maybe viewing a $50 strip and how they're thinking about their projects. And then, how you have to, with those insights, manage around those challenges?
Gary P. Luquette:
Yeah. Kurt, I would say, right now, if my recent history, going through the last dip, this is all about cash management right now. So I suspect many of the boards and executive teams of our customers are now talking about another round of capital reductions, cost reductions to try to manage cash now that they're starting to push out the outlook on price recovery later this year or many even into 2016. So it really becomes all about cash management.
Kurt Hallead:
Okay. Thank you for that. Now, curious about the dynamics on the M&A opportunity set, and I hear from various other service players that the bid-ask spreads are still pretty wide given the environment. I'm just wondering within the context of the product lines and services you guys provide whether that bid-ask spread is starting to narrow or still too wide for deals to get done?
John Walter Sinders:
Hi Kurt. It's John Sinders. The M&A market still remains challenging. I mean the bid-ask spread is very high. We're active, we're looking. We're in a few dialogues, but it's incredibly difficult particularly with this recent dip to get any consensus on what the forward market is and therefore get any consensus on a transactional price.
Kurt Hallead:
Okay, great. All right, that's it from me. I'll turn it over to others. Thanks.
Operator:
Thank you. Our next question comes from Jim Wicklund from Credit Suisse. Please go ahead. James Wicklund - Credit Suisse Securities (USA) LLC (Broker) Good morning, guys.
Jeffrey J. Bird:
Good morning.
Gary P. Luquette:
Hey, Jim. James Wicklund - Credit Suisse Securities (USA) LLC (Broker) Gulf of Mexico was down – equivalent, a little bit worse than onshore U.S. That's a first in anybody we've heard report. And you made the comment that areas of weakness continue to be Gulf of Mexico and West Africa. Is this the loop currents, and are the loop currents responsible for the well construction execution issues or are there other things that we should be aware of? And loop currents are somewhat seasonal, do we look for improvement in activity or that execution? Can you just kind of fill us in on some of that?
William John Walker:
Sure. Good morning. Jim, it's John Walker here. So, with regard to the offshore side Gulf of Mexico, first, we delivered a good safe quarter and we focused on what we can control. But from an activity perspective, there was a lot of flat time in Q2. To your point, there was BOP testing, there were logistical movements, loop currents as you mentioned, and also rigs latching on from one well subsea architecture on to another. So, the activity with our client base was reduced but the contracts remained intact. So further to your point, we're not giving guidance but we're going into a seasonality of the loop current season. So I would say that the activity from a measure perspective is going to be similar in nature to Q2. Now, the thing I'd like to highlight is with regard to the clients and the well execution challenges, it's about partnership. How we can work with them with the technology to reduce their flat time and that's a constant effort that we are embarking upon, but we're focusing on what we control, but there was a lot of challenges in Q2 regarding the execution process.
Gary P. Luquette:
Yeah. Jim, maybe I could just add on to what John just said. I think if we think about West Africa, we think there is probably a structural shift there because of the poor results of exploration wells than was originally envisioned, whereas for the Gulf of Mexico, it's more operational, not a structural shift. So we would expect all of that work eventually to get done. It's just going to slide to the right. James Wicklund - Credit Suisse Securities (USA) LLC (Broker) Okay. That's helpful. And a follow-up, if I could. Pricing I know is elusive and pricing has much greater impact on results than activity. The second round of pricing, you're not the only company that has mentioned earlier pricing agreements had term – if oil prices don't recover by a certain day, we're going to cut prices again. Is that most prevalent in the U.S. or is it most prevalent international? And if it's the U.S., is it more onshore which would be expected, than Gulf of Mexico whatever it happens to be?
William John Walker:
So Jim, John Walker again. You effectively answered the question there. So it is Gulf of Mexico, primarily discounts have expired and clients are coming back for a second round, little bit more assertive in nature. We're working with them, it's in partnership again. U.S. land business of course is challenged and it's been more longer-term there. From an international perspective, we're starting to see the requests around the discount structure, but it's been more of an activity reduction in the exploration side, to this point. James Wicklund - Credit Suisse Securities (USA) LLC (Broker) Okay. Thank you very much, gentlemen. And no matter what you did, 31% EBITDA margin, this is a very nice banner to carry. Good job.
William John Walker:
There we go. There we go. Thanks, Jim.
Operator:
Thank you. Our next question comes from Jeff Tillery from Tudor, Pickering & Holt (sic) [Tudor, Pickering, Holt]. Please go ahead.
Jeff Tillery:
Hi. Good morning. I was curious as we think about, just prospectively, the International business, I was surprised and impressed by the margins this quarter. As we think about price discounting taking hold, West African activity outlook. Obviously, that biases them lower, but should we think about something in the high-30%s is something that's sustainable from a margin standpoint, given what we know today?
Jeffrey J. Bird:
Yeah. Hi, this is Jeff Bird. Yeah, I think, you should think about something probably in the low-40%s, probably from a 40% to 42% as the average. If you look back at the history, you've seen that balance between 40% and 45% depending in large part on the customer and country mix that we might have in any given quarter, but between 40% and 42% is a good number.
Jeff Tillery:
Thank you for that. In the U.S., is land approaching EBITDA breakeven? I would suspect delays offshore. There's still some cost left in place but margins there in general still seem reasonably good. But as I'm curious, is land given your irrational pricing commentary, approaching breakeven?
Jeffrey J. Bird:
Yeah. We don't share the individual margins for land versus Gulf of Mexico, but I think it suffices to say that the U.S. land is clearly our challenged business. We talk about price discounting in a 5% to 10% range and the U.S. land is in excess of that 10%. So obviously, it pulls that number up. I think you should also understand that a lot of the cost actions that we took in the second quarter were U.S. land focused, shutting down seven bases and the vast majority of the head count reduction was U.S. land based as well. So it's a challenged market. We don't quote specific margins or EBITDAs on U.S. land.
Jeff Tillery:
And last question I have. We're obviously not in a steady state environment, but just so I kind of gain bearings. You talked about on a working capital the potential 30-day DSO reduction. In aggregate, if revenue were to stay plus or minus where is it today, what do you think an 18-month goal – or 12-month to 18-month goal in terms of total working capital reduction could be?
Jeffrey J. Bird:
We're targeting a total working capital reduction between now and say mid-2016 of $100 million in excess of what you normally see from any pluses and minuses within the market. So obviously when you get today, are you looking more at the DSO as opposed to the raw number there?
Jeff Tillery:
Great. Thank you very much.
Operator:
Thank you. Our next question comes from Ian Macpherson from Simmons. Please go ahead.
Ian Macpherson:
Thanks, gentlemen. If I interpret the qualitative outlook, it sounds as if there's no reason for Q3, not to be a bit lower than Q2 overall. And you said that the Q2 results were in line with your expectation, they were about 30% below the Street. So I do want to tighten up that gap. As we think about the outlook for the second half, is it possible the third quarter could be down another 30% compared to the second quarter?
Jeffrey J. Bird:
Yeah. I think the comments that we made – the comments that Gary made in his opening remarks and I made in mine, is that we see the balance of the year much like we saw Q2 with continued pricing pressure and activity pressure, but somewhat offset by the cost reductions that we've got. So that's the guidance we're giving on the balance of the year.
Ian Macpherson:
Okay. Thanks, Jeff.
Operator:
Thank you. Our next question comes from Robin Shoemaker from KeyBanc Capital Markets. Please go ahead.
Robin E. Shoemaker:
Okay, thank you. So I was a little puzzled. So you say the initial first round of pricing discounts had expired so you're now into a second round. I recall you had indicated that the first round was 5%international something like 10% domestic which would expire at the end of the year. So, are we talking about the second round of discounts that pick up from the end of the year or take effect currently? And are they over and above what you've given in the first round?
William John Walker:
So Robin, just to clarify that. So the 5% to 10% discounts that we talked about previously, the commitment was actually for the first half of the year. Now, we forecast that there was a probability that they would be extended and that's where the prior disclosure came from. But the reality is that they expired in the first half of the year and the clients have come back and asked for some form of extensions and some form of compounded additional discounts. We're here to work with them. It's about the total cost of ownership and lowering the cost and that hopefully clarifies your question.
Robin E. Shoemaker:
Okay. And in terms of the Gulf of Mexico deepwater rig count, I was just wondering if you share what your projection of that is. We've seen quite a few situations where projects are being deferred, but also some major oil companies that have bought out the contracts of rigs that they had intended to work in the Gulf of Mexico. So, what would be your kind of deepwater rig count forecast going forward at least for this year?
Gary P. Luquette:
Yeah, Robin. This is Gary. So that's one of the frustrations that we've had in engaging our customers. I mentioned in my opening remarks that they're really focused on today's situation and it's been very difficult to get a good crisp outlook for the remainder of the year and into 2016. It's all about trying to manage today's cash flows and do what they can to bolster cash flow. So, I would say right now, we have a lot of work that has slid to the right. Some of that work is going to be time fused, meaning due to project schedules or lease expiration dates, you can always slide to the right so much before you're up against a decision to drill and drop. And so we are optimistic that some of that work we're going to see in the latter half of this year, some will roll into 2016. And what I think we've seen with some of the buyouts is knocking the top of any projected growth curves, whereas the active rig count that we have now with all the operational challenges that John mentioned earlier that they have, that work is still ongoing albeit less efficient with lot more flat time. So I guess, the way we're looking at it right now and the way we're preparing our organization right now is kind of a flat sort of outlook for the rest of the year for all these reasons why you just can't continue to roll everything over to the right.
John Walter Sinders:
Just to add to Gary's comments, there're a couple of things that we've been reaching out to the clients and obviously looking to the forecast. Remember the seasonality in Q3 and then we've got capital that's normally spent in Q4, but that's offset by some recent announcements with clients pulling out from longer-term rig contract commitments. But talking specifically to the clients, as quite a few of the clients want to move ahead with execution of the wells, but they've obviously got partnerships. In the partnerships, they're not getting partnership approval which is causing things to move into 2016. So there's a lot of moving parts around there and it concludes to Gary's comments about being flat for the Q4 period.
Robin E. Shoemaker:
Yeah, okay. Well, thanks for that clarification.
Operator:
Thank you. Our next question comes from Ken Sill from Seaport Global. Please go ahead.
Ken Sill:
Yeah, thanks. I'd like clarification to clarification. So, when you're talking about the Gulf of Mexico being flat for the back half of the year, is that flat with the first half of the year which included the good Q1 and a weak Q2, or kind of flat with Q2 levels where you had a lot of disappointments, delays and flat timing?
Gary P. Luquette:
Yeah I'd say, optimistic would be flat with Q1 but realistically, and what we're planning on is flat with Q2.
Ken Sill:
Okay. That leaves us plenty of room to be wrong. And then at least versus my model, tubular services actually put in a really good quarter. You had higher revenues sequentially. You had really good margins. What's your outlook for that? Was that just a mix issue or what drove things there?
William John Walker:
So as Jeff mentioned, this is John Walker, a bright spot for the company, double-digit growth year-over-year. Something has been very important. And it is Jeff's orientation around continued improvement process in the Kaizen. That's allowed us to have a 15% efficiency in delivering the product on short notice. In this type of business, even in today's environment, there's a lot of spot that comes into play. And when we have the ability to do our inventory and the efficiencies to deliver it quickly, that occurred actually in Q2. And we've obviously taken that into account for the remaining part of the year; so double-digit growth year-over-year for this sector or segment of the business.
Ken Sill:
And obviously that means the margins – that efficiency gain should continue too, but maybe not better margins or...
Jeffrey J. Bird:
Yes. Yes. Yeah, if we look at it, we've historically seen around 20% margins in that segment. As we said on the Q1 call, that was somewhat depressed by the cost that we need to get out of the business. We saw some of that improvement in Q2 and we should see it return to really normal margin levels by Q3 and Q4 around 20%.
Ken Sill:
That's very helpful. And then just kind of housekeeping, and I'll let somebody else get on. With the cost cutting, are you guys expecting any changes in SG&A or depreciation as we move forward, Q3-Q4?
Jeffrey J. Bird:
I don't think there'll be any change in depreciation. We would see SG&A kick down in Q3 and Q4 from where it is today primarily on two things. One is the cost action that we took in the second quarter. We didn't get the full benefit of those. And second, we did have some of the Timco acquisition and integration cost in the second quarter that we would expect to fall off in Q3 and Q4.
Ken Sill:
Thank you.
Operator:
Thank you. Our next question comes from Blake Hutchinson from Howard Weil. Please go ahead.
Blake Hutchinson:
Good morning, guys.
Jeffrey J. Bird:
Good morning, Blake.
Gary P. Luquette:
Morning, Blake.
Blake Hutchinson:
Just one of the two. Understanding the guidance for the back half for the year in the Gulf of Mexico, contemplates kind of the movement to the right of a lot of the project work and operational issues. Before we leave this quarter behind, I just wanted to try to understand if possible, kind of size, the impact of being caught at least initially a little flatfooted on, as John Walker put it I guess flat time or under absorbed labor in the Gulf. When we think about the EBITDA margin progression from 1Q to 2Q, was that impact initially something approaching as high as half of the degradation in margin? Just again, I understand that to some extent this becomes part of the model, but wanted to try to size the initial impact of that unabsorbed labor time?
Jeffrey J. Bird:
Yeah, because we don't get into specific EBITDA margins around Gulf of Mexico and U.S. land, I'll talk about it in general. But in general, the way you should think about it is we really only had one month of real savings in the second quarter in our U.S. Services segment. So the vast majority of the base closures and the head count reductions were U.S. Services related and we only had one month of that in the second quarter. Third quarter you should get all three months of that.
Blake Hutchinson:
Okay. And then, I guess maybe another way of asking that, was the initial operational plan for Gulf closer to kind of a flat top-line and maybe that's one way we can think about the impact from unabsorbed labor time?
Jeffrey J. Bird:
Yeah.
Gary P. Luquette:
Yeah, maybe a flat, I mean...
William John Walker:
Where – so, it's John Walker. Where I think you're going with this one is, we are focused on what we can control, but we've obviously got infrastructure that we have to maintain to provide the service. And the activity of movements in the well architecture in Q3, it was the phase of operations. Recall, Blake, it takes 180 days to execute one of these wells, to drill it and complete it. And it just happened in Q3 – in Q2, I should say, that there were a lot of the wells, the phases of the operations where there was flat time. So, going into Q3, that should not occur. However, that's offset by discount headwinds and seasonality. And then also Q4, the rationale is because of the offset with the clients' more recent declines in well architecture commitments. So that's why we're just leveling at flat based on what Q2.
Blake Hutchinson:
Understood, understood. I was just kind of trying to get a last look at what a natural margin might have been before we kind of head into those quarters, but I appreciate you not wanting to go there. And then just on the discounting front, can we just kind of clarify, I mean, what we've talked about this – offshore at least, thus far this year is kind of negotiations are really around a base price. Are you still able to maintain your price book on all of most of your more value-added services and so, the more complex architecture we get, the better off results should still be?
William John Walker:
Short answer is yes.
Blake Hutchinson:
Okay.
William John Walker:
Absolutely.
Blake Hutchinson:
Good. I appreciate the feedback, guys. I'll turn it back.
Jeffrey J. Bird:
Thanks, Blake.
Operator:
Thank you. Our next question comes from Chase Mulvehill from SunTrust. Please go ahead.
B. Chase Mulvehill:
Hey, good morning. Thanks for squeezing me in. A few kind of I guess questions. First, I'll start on international. Can you confirm that you said that low-40%s margins in the second half for international?
Jeffrey J. Bird:
Yeah, yeah. That's what you should expect.
B. Chase Mulvehill:
Okay, all right. And so are a lot of the $30 million of annualized cost savings coming through international, or are they going to be more towards the U.S.?
Jeffrey J. Bird:
It is more U.S. biased.
B. Chase Mulvehill:
Okay. All righty. And then as we think about the backlog you have at international, there's obviously less call out work. Gulf of Mexico is more call out. So if we think about the backlog, when does – second half, does it still have high priced backlog, and then kind of when does that backlog start rolling off?
William John Walker:
So this is John Walker, Chase. At the Q3-Q4, we're seeing a reduction in activity due to the more recent results around the exploration side of the business. So from your modeling perspective, I would say it would be going into Q3-Q4. That's activity driven. From a discount perspective, we are talking to clients. We have been in Q2. There's nothing finalized at this point, but there are obviously coming forward and asking for discounts which we're working on them with. So it's a combination of activity and then the discount but I'd model it for Q3 and Q4.
B. Chase Mulvehill:
Okay, all right. And so, do you think you can hold margins in the low-40%s into 2016, international?
John Walter Sinders:
Yeah. So Chase, what we're doing in that regard, I mean we're being very proactive in the standardized process across the company, in the areas which had high activity before such as Africa. We're going through a rationalization plan, standardization plan and that's actually well on its way. So we're certainly hoping to maintain that margin, as Jeff indicated.
B. Chase Mulvehill:
Okay. Awesome. And so on the pricing pressure, are you seeing more pricing pressure in international or in Gulf of Mexico?
Gary P. Luquette:
Gulf of Mexico.
B. Chase Mulvehill:
Okay.
Gary P. Luquette:
Obviously, the bias is towards U.S. land but Gulf of Mexico if you (45:19).
B. Chase Mulvehill:
Okay. And then so from your deepwater competitors, what are you seeing for them on pricing? Are they being – I think, you said some irrational pricing, I couldn't tell if that was U.S. onshore or were you talking deepwater?
John Walter Sinders:
Yeah. We're here to just focus on our results. So we're not here to talk about the competitors. It's tough times, it's challenging. But we focus on delivering service quality. Something that Keith Mosing has always said is focus on the customer, keep them there for the long-term and positive things will happen. And that's what we're doing. We're executing well. We've had a great safe quarter. And on a year-over-year basis the first half of the year was outstanding from a safety perspective, so it's about keeping focus and control in what we can control.
B. Chase Mulvehill:
Okay, right. Last one, on the West Africa revenues, how much were they actually down in 2Q and do they take another step down in 3Q or we kind of reached the normalized level here?
William John Walker:
We don't disclose specific regions outside the segments.
B. Chase Mulvehill:
Okay. Thought I would try. All right, thanks John, thanks, Gary.
Gary P. Luquette:
Thanks, Chase.
Operator:
Thank you. Our last question comes from Daniel Burke from Johnson Rice. Please go ahead.
Daniel J. Burke:
Yeah, good morning guys.
Jeffrey J. Bird:
Good morning.
Daniel J. Burke:
Just to take one more crack at where Chase left it off. Can you give us any sense of just the magnitude of sort of industry decline. Do you sort of see looking forward over the next 12 months to 18 months in the Africa market versus maybe the activity levels you've been experiencing or the industry has been experiencing over the last year or two?
Jeffrey J. Bird:
No. I don't think we'd give any specific guidance at this point.
Daniel J. Burke:
Yeah, okay. Fair enough. And then last one from me really down to small things. Can you say or is the 10-Q going to offer up with the top-line contribution from Timco was?
Jeffrey J. Bird:
No. it's not. Obviously, since Timco overlapped a great deal with Frank's, even at quarter end, it becomes difficult to tell the difference between the Frank's U.S. land business and the Timco U.S. land business.
Daniel J. Burke:
Fair enough, guys. Thought I'd take a couple of stabs here at the end. Thanks.
Gary P. Luquette:
Thanks, Daniel.
Operator:
Thank you. And our final question comes from Brad Handler from Jefferies. Please go ahead.
Bradley P. Handler:
Thanks. Good morning, guys.
Gary P. Luquette:
Good morning, Brad.
Bradley P. Handler:
If I've missed something here, I apologize to make you re-state, but in terms of the U.S. onshore outlook, perhaps I'll frame the question around exit rate versus starting rates in the quarter. Presumably, U.S. onshore revenues might have been exiting meaningfully weaker than it did in April. Can you comment on that and then maybe some clarity on your outlook for the third quarter in U.S. onshore?
Jeffrey J. Bird:
Yeah. This is Jeff Bird. I'll comment a little bit on price and I'll let John talk about activity a little bit. From a price standpoint, I think the thing that you should keep in mind is in the first quarter of the year, we did not experience the full quarter of price reductions. Many of those price reductions happened in January and February. So maybe we had a month or month and a half of those price reductions in the first quarter whereas in the second quarter we had the full effect of those price reductions and I'll turn it to John to talk a little bit about activity.
William John Walker:
Sure. So, with regard to the activity, the addressable market as far as we are concerned is – recall, we closed seven bases. So we focused on the areas where we could create the most value. And we actually increased market share on the addressable market throughout the Q2. So, the goal was to drive that forward. We have a much more focused sales effort around the whole U.S. platform. We talk about best practices on the platform and applying standardized across the platform. So, I feel that good things will happen in tough times. And recall the discussion around pricing, irrational pricing that's happening at the moment in the broader community. We've got strong balance sheet where strength is at service quality and safety. And as long as we focus on that in the longer-term, we're going to come over this on an exit with the ability to expand again.
Bradley P. Handler:
Okay. So if I could put some words in your mouth and then just to make sure I'm hearing them right. So, there are some incremental market share opportunities in your focus basins which might help to offset a softer exit rate in Q2. So it might allow you to keep your revenues stable in U.S. onshore in Q3? Is that what I could be hearing?
Gary P. Luquette:
Here is a correct answer, maybe.
Bradley P. Handler:
Okay. Understand.
Gary P. Luquette:
It's tough times, dynamic in nature, but we're doing all the right things. We're focusing, we're executing well and it's a may be.
Bradley P. Handler:
Sure, sure.
Gary P. Luquette:
And we have some examples of that in Q2 where we've been able to pick up work in Latin America, that was ex-plan, that we're good gap fillers for things that were in plan that slipped out of the quarter. So, as John mentioned, it's just very dynamic and very hard to predict but that's one of the things our sales and marketing organization is focused on is continuing to try to win work that's not in the plan.
Bradley P. Handler:
Sure. Okay. And then, I'm sorry just to make sure I understand the other point you made. We're hearing more about irrational pricing across other product and service lines as well, and then of course there's an implication that some of the companies don't make it as a function of that, right, so they can run at a certain price level for a period of time, but ultimately the cash flow just isn't enough. Presumably, that's more of a benefit into next year, or beyond. Is that a fair assumption? It takes a while for the pain to be great enough to really see that kind of a competitive opportunity emerge for you, is that fair?
Gary P. Luquette:
Well, I think it depends – well, I would say generally that assumption is correct. It takes a while for that pain to eventually manifest itself in default, but it depends. Some of our competitors and some people in the services sector are already carrying a bunch of debt coming into this tough period, so their ability to participate in that game is going to be shorter than others that have been a little more conservative with the balance sheet.
Bradley P. Handler:
Understood, understood, okay. I think I understand it better. Thanks. I'll turn it back.
Gary P. Luquette:
Okay. So I think we're through with our questions. So allow me just for a minute or so here to summarize some of the things that you've heard from us today. I think you've heard all of the speakers today refer to controlling what we can. So what we mean by that is we're reducing our cost, but we're doing it in a way that does not compromise our ability to ramp up when the market recovers. We know, for those of us that have been in this industry for a while, it is going to recover. The big question is just when? So we are making sure that all of the short-term steps we take, don't compromise our ability to ramp up when the market returns. We're protecting market share with our blue chip customers. Sometimes that means we have to push a little harder on our returns and our prices than we'd like, but we're going to keep serving our blue chip customers and we'll do that through the period. We're continuing to generate positive cash flows and keep our sterling balance sheet in shape so that we can act on the right opportunity if and when it presents itself. We're continuing our focus in investment, in technology. It's what made Frank's the company it is today and we realize that will allow us to continue to grow market share and hold on to our customers, if we can deliver superior technology solutions. We're continuing our journey from private to public. Recall, our company as a public entity, is coming up on a two-year anniversary in a few months. So we're still quite young and we're implementing improved processes, procedures and organizational capability to be predictable and reliable performer for our investors. We're starting from a good base, ladies and gentlemen. Our objective is to move Frank's from good to great. So I think that wraps up our time with you today. We just thank you for your interest in our company. We thank you for your questions and we hope to hear from you again in the ensuing months. Thank you.
Operator:
Thank you. And thank you, ladies and gentlemen. This concludes today's conference. Thank you for participating. You may now disconnect.
Operator:
Welcome to the Q1 2015 Frank's International NV Earnings Call. My name is John and I will be your operator for today's call. At this time all participants in a listen-only mode. Later we will conduct a question-and-answer session. Please note that the conference is being recorded. And I will now turn over to Thomas Dunavant. You may begin.
Thomas Dunavant:
Good morning, everyone. And welcome to Frank's International's conference call to discuss first quarter 2015 earnings. I am Thomas Dunavant, Director of Investor Relations. Joining me on our call are Gary Luquette, President and Chief Executive Officer; John Walker, Executive Vice President of Operations; and Jeff Bird, Executive Vice President and CFO. Before we begin commenting on first quarter results, there are a few legal items that we would like to cover. First, remarks and answers to questions by company representatives on today's call may refer to or contain forward-looking segments. Such remarks and answers are subject to risk and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, and such statements speak only as of today's date or if different as of the date specified. The company assumes no responsibility to update any forward-looking statements as of any future date. The company has included in its SEC filings cautionary language identifying important factors that could cause actual results to be materially different from those set forth in any forward-looking statements. A complete discussion of these risks is included in the company's SEC filings which may be accessed on the SEC’s website or on our website at www.franksinternational.com. Also you may access both the first quarter earnings press release and a replay of this call on our website. Please note that any non-GAAP financial measures discussed during this call are defined and reconciled to the most directly comparable GAAP financial measure in the first quarter 2015 earnings release which was issued by the company today and is available on our website. I will now turn the call over to Gary for his comments.
Gary Luquette:
Thank you, Thomas. I'm very pleased with our first quarter results. Our revenue is in line with our expectations as we delivered $277 million in revenue, up 5% compared to the first quarter of 2014. As was expected, we continue to be impacted by lower commodity prices. We have however; been able to offset reductions in pricing and lower activity levels through market share expansion and upselling our technology. This was the strategy we discussed with you last quarter and we have found some success with our customers who understand our value proposition that our services and technology will help to reduce the total cost of ownership for their wells. We know we're not always the lowest service provider but when you consider the cost of drilling campaigns, including the cost of drilling rigs and the lifecycle of the well, any pricing premium is more than made up for through efficiencies in our service and improved well integrity. As we are seeing throughout the industry, we have received pricing discount request from our customers. We have finalized most discounts and continuing to talk with few other customers concerning their expected activity in 2015. In general, we see discounts between 5% and 10% with most discounts expiring at the end of 2015. As I previously mentioned, we are working to offset these discounts through upselling of technology or requesting longer term volume commitments. Although we do not believe we have reached the market bottom and an enterprising pressures, we have observed fewer requests for discounts, and are optimistic that we are approaching the bottom and the worst is behind us. Our offshore market has been resilient, and it appears that it will be stable in 2015. We believe this activity level is due to committed development work, as well as exploration in Prezer [ph] work driven by lease contract terms. When you think about current activity, especially in the Deepwater, some cost in long project lead times make much of this work easy to justify, even in a down market. Although much of the offshore work is driven by lease terms, some work is discretionary and can be deferred within the framework of leases. This includes Prezer [ph] wells near existing fields and in-field drilling in current producing fields. Overall, we believe this trend of relatively flat activity levels will continue until there is a recovery in commodity prices. We have built a very strong presence in the Deepwater market, particularly in the Gulf of Mexico and West Africa. Although our offshore segment is very important to us, we are not singularly focused on it. Frank sets a diversified portfolio, both from a geographic and a geological perspective. We also have a presence in the U.S. land market with approximately 20% market share, making us a leader in this highly fragmented market. We believe the strength of the pending recovery will initially be in U.S. land, and therefore we're looking to strengthen our market share during the downturn. We have seen our activity decline at rates less than the overall rig count decline. In the first quarter our U.S. land revenue declined 25% sequentially, this is due both to pricing and reduced activity. During the same time period the rig count declined over 40%. The strength of our current operations lies in the fact that we are positioned with customers who have the right assets in the sweet spots of these basins and shale plays. During the quarter we announced our agreement to acquire Timco services, to still close at the beginning of April, Timco is a regional tubular running company with a strong presence in the Permian and Eagle Ford. These two areas account for approximately 40% of the rigs in the U.S.. The addition of Timco’s management team, employees, assets, and customers is a further example of us positioning ourselves for the pending recovery. We believe this is a good time to make an acquisition due to depressed asset values. This is a highly fragmented market that is experiencing contraction, and we're looking to position ourselves well for the recovery. We will continue to look for acquisitions that allow us to achieve our strategic growth targets, whether onshore or offshore, in the U.S. or internationally. With reduced activity in lower margins we have initiated an internal review of our cost structure, looking for ways to align our cost with the current activity levels. We have found opportunities through vendor savings, improved management of our equipment and better processes. As a result of this internal review, we also determine that we could reduce the size of our work force and still provide outstanding service to our customers. At the end of March, we announced a planned reduction of 400 to 600 employees or approximately 10% of our workforce. This reduction will be focused on areas where we have experienced the sharpest declines in activity. Jeff will discuss the details in dollars savings associated with this reduction as well as other cost savings opportunities. Understand that while we are reducing our cost base, we are also working to position the company for the eventual recovery, now we'll use this period to improve execution and efficiencies in all of our products and services. This includes a commitment to grow the competency and the capability of our workforce. Lastly, because of the strength of our balance sheet we are in excellent position to be a contrarian investor. We view markets like the current one as an opportunity to use our strong balance sheet, outstanding service and relationships with our customers to strengthen the position of the company. We will continue to look for opportunities to strengthening grow our business both organically and inorganically. I will now turn the call over to John Walker and Jeff Bird for their comments before providing my closing comments.
John Walker:
Thank you, Gary. Although 2015 will be a difficult year for the industry, we believe we have the people, the customer, and the balance sheet to build a stronger company during the slowdown. We have a number of initiatives underway to offset the expected declines from both, pricing discounts and activity reduction. In the first quarter we had success in offsetting some of these negative revenue drivers. The next few quarters will be challenging but we continue to have confidence in our strategy. In general, as we move through 2015 we expect and are starting to see deferred drilling campaigns and cancelled work scopes along with the full impact of the pricing discounts. This will result in flat to sequential declines in total company revenue and EBITDA margins until commodity prices stabilize and then ultimately recover. Our reputation continues to be that of an industry leader, and this was again highlighted in the first quarter when we were called out to a drill ship in the Gulf of Mexico. We were asked to assist on a rig that had been shut down due to the equipment failure of one our competitors attempting to land over 16,000 feet of casing with an additional 7,000 feet of landing strain. The total combined foot load of the casing and landing strength was over 2.2 million pounds. Our engineers and operating crews responded quickly providing a solution, and then mobilized our 1,250 ton drill pipe landing string equipment. Our crews departed less than 12 hours after the initial call, and our equipment arrived on the rig less than 48 hours after the call. 12 hours later we had landed the casing. This is the 20 landing string that we have run that had a body weight over 1.7 million pounds, and uniquely positions us as a go to service provider for the most complex applications, regardless of the location or water depth. During the first quarter, international activity did not experience the same impact as the U.S. due to the commodity price environment. This was especially true in international offshore markets which is over 80% of our international business. Activity means strong but new opportunities will not fully offset activity that is being deferred. As an example, activity in the first quarter was positively impacted by increased conductor installation work in Asia, as well as extended work scopes in Africa which partially offset declines in other areas. We expect continued pockets of upside as we move through 2015 combined with our upselling efforts to partially, but not fully offset the revenue declines due to reduced activity and pricing discounts. Activity in the Gulf of Mexico remains resilient for us, despite the fact that the floating rig count has vanished around and is now below 40. We continue to maintain our existing contracts and look to gain new work as drilling rigs enter the region which occurred in the first quarter with two new build rigs that began operations during March. We are also seeing an increased demand for our large capacity handling equipment as well as our landing string services. Both of these services utilize a proprietary equipment and generate greater revenues and margins per tool than standard equipment. This also differentiates us in the market, both from a technological and value proposition perspective. We expect this trend to continue as offshore wells; particularly those wells in Deepwater are becoming deeper and more complex in nature. As with international markets, we expect to partially but not fully offset activity and pricing declines with new business and upselling opportunities. In general, the U.S. land market is very challenging right now, beyond pricing discounts requested from the customers and a significant drop on activity levels, competition is stiff driving pricing down further. This still continues to be an important market for us as we and others believe the U.S. land market will be the first to rebound and will lead the recovery following the slowdown. We are doing what we can to ensure we are well positioned for this recovery. As Gary mentioned, we expanded our presence in the Eagle Ford and Permian Basins with the acquisition of Timco Services. This acquisition not only brings us bases near the sweet spots of the areas but also Blue Chip customers, experienced crews, and a seasoned management team. This acquisition helps us to rationalize our locations in these basins, in addition, we have either closed or plan to close basis throughout the U.S. as part of our consolidation plan resulting in cost savings. Our tubular sales segment continues to see high demand and is exploring opportunities to gain new share outside of two color markets of the Gulf of Mexico and West Africa. We are well positioned to react to the spot market opportunities, as well as packaged sales with complimenting services to differentiate ourselves in this market. In pursuit of cost reductions, we have identified opportunities within the segment to reduce the cost of pipe we purchased through initiating a competitive procurement process and establishing supply chain vendor management practices. Leveraging larger volume orders along with just in time procurement will drive our overall cost of supply down and sustain our margins. Overall, we believe we have the right strategy in place to deal with this down turning activity. We are well positioned in our key markets and are looking for the opportunities to use our balance sheet to expand our footprint and portfolios for the mix financial and strategic sense. We continue to review our cost structure while ensuring we have the right skills and capabilities to participate in this eventual recovery. With that, let me turn it over to Jeff Bird to review our financial results for the quarter.
Jeff Bird:
Thank you, John. Reiterating what you have already heard, we are pleased with our first quarter results. We will face significant external headwinds for the balance of 2015. However, we are taking appropriate actions that will position Franks to exit the current commodity environment, a stronger, leaner business. We demonstrated this in Q1 as we announced a 400 to 600 person headcount reduction; this includes six base closures in our U.S. land business. The balance of the actions will be communicated by May 30. We took a one-time charge in Q1 of $12 million, these actions will result in $30 million in annualized savings of which $20 million we recognized in 2015. Additionally, we have implemented a company-wide productivity program focused on streamlining processes and leveraging our global spend to drive further cost reductions. We'll discuss more of these details in the coming quarters. Franks continues to maintain its strong balance sheet with $498 million of cash prior the Timco acquisition, and essentially not debt. We are taking action to preserve cash through CapEx reduction of 13% of total CapEx, and 40% reduction of equipment CapEx announced in our last earnings call. We'll expand in our balance sheet string through focused working capital efficiency projects in accounts receivable and inventory. We believe we can drive a sustained 30-day reduction in DSO over the next 18 months through focused efforts on billing cycle and invoicing accuracy. A 30-day reduction in DSO would yield $100 million of incremental free cash flow. While it's early in our process improvement journey, we have already began to see reductions in our DSO. Turning to inventory, we've implemented new sales operation planning process that will optimize the inventory levels used to service our tubular sales segment. These changes will come slower but we would expect benefits of this new process to take hold in late 2015. Turning to our results for the first quarter, income from continuing operations for the first quarter was $46 million with net income attributable to Frank’s International NV of $34 million or $0.22 per share. Diluted net income which includes $2.2 million in assumed additional tax impact of conversion of preferred shares was $44 million or $0.21 per diluted share. Excluding severance and other charges, our diluted EPS was $0.25. A full reconciliation of our EPS calculations is in our press release. Revenue for the quarter was $277 million, a 13% decrease sequentially, largely on normal seasonality with some impact due to U.S. onshore rate declines and pricing pressures. Revenue experienced a 5% increase year-over-year. Our adjusted EBITDA for the first quarter was $100 million or 36% of revenue. We have added back one-time adjustments for our workforce rationalization. We expect further pressure on adjusted EBITDA margin in the second quarter as pricing reductions impact full quarter results. Diving deeper into our operating results, international services revenue from external sales in the first quarter declined 15% sequentially, but grew 5% year-over-year to $124 million. Year-over-year revenue growth in Africa, the Middle East, Europe, and Latin America were offset by declines in Asia Pacific and Canada. Adjusted EBITDA for international services in the first quarter was $52 million or 42% of external sales. U.S. services first quarter revenue from external sales decreased 8% sequentially but increased 5% year-over-year to $109 million. Adjusted EBITDA for U.S. services in the first quarter was up $45 million or 41% of external sales. Adjusted EBITDA margin was in line with previous quarters as the mix of business shifted more towards higher margin offshore work and the impact of pricing discounts increased as the quarter progressed. Breaking our U.S. services business into land and offshore; Gulf of Mexico first-quarter revenue was up 4% sequentially and 10% year-over-year at $74 million. Activity in the quarter remained stable and margins were strong as demand for our proprietary technology offset pricing discounts. U.S. land decreased 25% sequentially and 3% year-over-year to $35 million. As you know, this region has experienced the sharpest decline due to the current slowdown. We were not immune as volume decline and pricing discounts impacted revenue and margins. Lastly, tubular sales revenue from external sales in the first quarter was $44 million. This was down 20% sequentially but up 4% year-over-year. Adjusted EBITDA for tubular sales in the first quarter was $3 million. We maintained our margins on external sales of tubulars by taking advantage of spot market opportunities. However, it should be pointed out that our tubular sales segment serves as the manufacturing surge [ph] service for the Frank's Enterprise. As a result, as internal CapEx demanded declined we were left with excess labor and overhead costs. We are addressing this excess costs through the recently announced cost actions. We would expect these cost actions to be fully implemented in Q2; this will result in the partial recovery of segment margins in Q2 and full recovery in Q3 to 2014 levels. Our first quarter Cap Ex spend was $43 million. As mentioned earlier, we plan on a 13% year-over-year CapEx reduction with a 40% equipment CapEx reduction. Our expectations for 2015 remain unchanged from last quarter with $150 million in total CapEx spend, including $70 million in equipment CapEx. We are reviewing all capital needs, looking to eliminate or defer projects to future years that we deem not critical, given changing customer needs in the current market environment. Diluted share count is expected to be $209 million for 2015. As a result of the lower activity in the U.S. in 2015, we now expect our 2015 effective tax rate to be approximately 20% versus the previous expectation of 25%. As we have discussed previously, our diluted EPS calculation includes an assumed additional tax expense upon the conversion of our preferred stock. There is approximately 5% of additional income tax assume for diluted net income for financial modeling purposes, this is due to our up sea structure. Please feel free to reach out to us if you have any questions about modeling. Lastly, it is expected that our Board of Directors will declare a dividend on May 20, 2015, of $0.15 per common share subject to applicable Dutch dividend withholding taxes for the record day of June 5 with a payment day of June 19. This is unchanged from the previous quarter. I will now turn the call back over to Gary for some final comments before we open up the call to Q&A.
Gary Luquette:
Thank you, Jeff. Anyone that has followed this industry for any period of time knows that it's cyclical in nature. The supply and demand imbalance will eventually correct causing oil prices to recover and activity levels to rebound. What we don't know is when this will happen. There are already signs that production will be coming down. Onshore Shale wells have rapid decline rates, and nearly 50% drop in rig count will clearly impact production in the short-term. Offshore, you are seeing less in-field drilling and production projects push to the right, this will also impact production in future years. Once E&P companies feel the impact of this decline in production along with the associated impact to commodity prices, we will see an increase in drilling activity. We are taking the necessary steps, including lowering our cost base, critically examining and improving our business, and positioning ourselves through acquisitions to ramp up with prices and further strengthen our position as the market leader in tubular running services sector. Clearly, the strength of our balance sheet keeps all options open for us and enables us to move quickly for the right opportunity. We have only begun the process of improving our underlying performance, and we look forward to highlighting our progress with you in subsequent quarters. Thank you for your time. And we will now turn the call over to your questions.
Operator:
Thank you. [Operator Instructions] Our first question is from Jim Wickland from Credit Suisse.
Jim Wickland:
Good morning, guys. That was one of the more upbeat calls we have heard this earning season, and you beat numbers, I have to say, congratulations. You guys talk about – you're highlighting the changes you will have over the efficiencies over the next several quarters and you talk about, Gary, all the things that you need to do. How long before the company and its operations get 75% of the way to where you think it should be? I guess that because timeframe is always an issue between investors and how the industry actually operates. So, all the fixes you're doing and there is a mountain of them, how long before you're 75% of the way there?
Gary Luquette:
Jim, I'd say that we've - obviously there is a greater sense of urgency in moving faster because of the commodity price environment we find ourselves in, and it would be my hope and certainly our plan to try to get 80% of the value embedded in the actions that we take at the end of the year, not all of that will be reflected, obviously in our results, but by the end of the year I would say the first wave which represents that 80% opportunity we ought to have defined, have processes mapped and implemented and then hopefully we'll see the benefits of that carry into 2016.
Jim Wickland:
Okay, that's very helpful. And if I could, do you need to bring in more people from the outside to get where you need to be in a year or two or do you have the capability, the staff – I know John and all the people there, they are fabulous, but do you have the overall depth to get there with the people you have or should we expect to see more people like you and Jeff come into the company?
John Walker:
I think it would be safe to assume there will be more inbounds, newer faces to try to bring in, Jim, some of the competencies and experience from the public sector to help augment the great company attributes and experiences and capabilities that this company possesses as a private entity. So you can expect a few more new faces to sprinkle into the organization over the coming months as we kind of augment what we have in place from a private company's perspective.
Jim Wickland:
Okay, those are very helpful. Thank you very much. I won't ask you what activities you're going to do because most of us know. Thank you.
Operator:
Our next question is from Ian Macpherson from Simmons.
Ian Macpherson:
Thank you. Gentlemen that was an interesting anecdote about your call out job last quarter in the Gulf of Mexico. I was wondering how unusual something like that is or it's not necessary that unusual, just trying to put it in contacts with your strong revenue performance in the Gulf of Mexico. And also maybe just ask you what you think your market share is in that greater than 2 million pounds string load segment of the market as that seems to be the part of the market that's going to be disproportionately growing within Deepwater going forward. And what do you think your competitive differentiation is and your market share is in that top end of the Deepwater?
Gary Luquette:
Good morning, Ian. So, to answer your question in regard to the call out in the Gulf of Mexico, again, that further demonstrates our nimble ability to react to unforcasted opportunities. It's not unique in nature this has occurred in international in the same quarter. I just highlighted one in the Gulf of Mexico I thought would be interesting for all the folks on the line. We demonstrated a similar activity in Norway where an unforcasted event occurred, our ability to get the right assets to the customer in very effective time enhances that reputation that we have. Now in respect to the market as it goes further deeper, more complex in nature, we continue to see that side of the business being more prolific in nature, and since the Gulf of Mexico activity, we've had another request for a very similar landing string application which we feel comfortable that we're going to secure that business. In regard to market share, I don't specifically want to get into that but I would just say that we certainly have the majority of the market share in that technology.
Ian Macpherson:
Okay, great, thank you. And then a follow-up for you, Gary, if you don't mind. Congratulations on getting Timco done, you're commentary on the cycle sounds constructive enough but I would surmise that you would like to get more M&A done sooner than later given your work fest [ph] and given the outlook for improvement. And Frank's really hasn't done anything significant in terms of Deepwater M&A since becoming public. And I wonder if at the end of the year if you haven't done anything to augment Deepwater, would you be a bit disappointed or do you think that you will still have opportunities beyond this year to get what you want to get done on that front.
Gary Luquette:
Obviously, whether the opportunity set carries over from 2015 to 2016 and beyond, Ian, it's going to be dependent on what prices do, what commodity prices do. I would say right now, even though we are open – as I mentioned in my opening remarks, to offshore land, international U.S., and we have the benefit of a nice war chest behind us, and the capability to tap into debt if needed in order to transact, one of the things about offshore that we have to keep in mind is we do have a very, very significant percentage of that market, especially as you get into the complex wells in the deeper markets. And I'm just not sure how much more penetration we can have there in selected markets where we already are enjoying a pretty significant amount of business before our customers are going to push back and artificially try to change those dynamics to keep competition up. So we're going to continue to look and this is a good part of our business, it's the most resilient part of our business but because of market share, I think our opportunities there might be somewhat constrained. U.S. land is where we think the value is going to be, the opportunities to acquire pretty good asset values but we're going to keep our mind open and keep our hoper full with all types of opportunities.
Ian Macpherson:
Very good. Thanks, Gary.
Operator:
Our next question is from Blake Hancock from Howard Weil. Go ahead, Blake with your question.
Blake Hancock:
Sorry. Good morning, guys. Gary, when you guys are talking about the delays in projects internationally, first, can you help quantify the number of projects that you guys are on here that are being affected and the magnitude of the delays you're seeing, and are you seeing the customers actually able to re-tender the work or have your pricing concessions been enough to keep that from happen?
Gary Luquette:
It's hard to quantify because there are so many moving parts, Blake. There is new work that comes up; there are spot work that comes up. John Walker referred to a couple of examples where our competitors failed to perform and we were brought in to help on complex jobs or technically challenging jobs. So it's very hard to quantify the impact. What we're seeing is on – and I tried to characterize this in some of our opening comments, we are seeing projects slide to the right. These are project typically that are pre-FID. And so the investment decisions haven't been made, lease terms are favorable to allow some deferral without a loss of the lease or penalties associated with the lease terms. We are seeing no slide to the right but at the same time you have varying activity on projects that have reached FID and now are in appraisal, evaluation or in development where there is even in some cases, some acceleration because costs have come down in the drilling sector, which is allowing – and availability of rigs and equipment has improved to the point where it's allowed, some of these megaprojects that are multi-year in schedule to accelerate some. So it's really hard to put your finger on it. Net-net for us, what we are representing, it's been very resilient for us, we haven't seen a lot of growth but we haven't seen any slide off either in activity because of this ins and outs kind of canceling out.
Blake Hancock:
That is great, thank you. And then my follow-up, when you guys are talking about the upsell, is there really an upsell of technology generation [ph], you guys adding additional equipment to the project. Are you saying that you're selling in more technically demanding jobs where you can save the customer time and money due to your offering?
John Walker:
Blake, this is John Walker. To answer your question as two fold, just as you separated there; so the first one is that upselling the technology when the contract is secured and there are other opportunities to embrace time efficiencies, so that would be where we would offer our alternative technology to reduce time and ultimately the cost savings of total ownership to the client. And the other point specifically related around the technology is when would target complex applications and identify the technology and cost saving drivers upfront, it's just wide in nature across the global platform. One thing I would like to also highlight, specifically related to this, is that when we are seeing cost reductions, we are seeing opportunities for us as rate sharing agreements actually come into plays. And that ultimately is a good thing for ourselves, as well as the industry, it's creating more opportunities for us.
Blake Hancock:
That's great. Thank you, guys.
Operator:
[Operator Instructions] And our next question is from Oli Solar from Morgan Stanley.
Unidentified Analyst:
Thank you very much, and I think you have a rather unique position, certainly the only company in universe that's showing an expanding EBITDA margin from the fourth quarter to the first quarter in North America. So, congratulations with that. And my question on that is how much of that was mix? In other words, about a third of your revenue probably from onshore which is low margin and probably pretty fast in this quarter relative to the resilience of offshore. So it makes swift versus one off such as the big job – that you did on the callout and probably got paid very, very handsomely for.
Jeff Bird:
Sure, this is Jeff Bird. I think if you look at that segment specifically, there is some of that mix as we saw the U.S. land business curtail and, obviously, the Gulf of Mexico business is a more profitable business for us and was much more resilient in the first quarter. So I'd say it's primarily mixed in the first quarter.
Unidentified Analyst:
And as we look into the second quarter, the land business, both onshore business will continue to contract pretty rapidly. If you look at the rig count rolled in, offshore rig count continues to be stable, so if you take that into consideration – the cost initiatives that you are taking into consideration and some headwind on pricing into consideration, should we expect the same trend of a rising margin into the second quarter in the U.S.?
Gary Luquette:
Yes, I think sequentially you will see us down first quarter to second quarter, primarily for a couple of reasons. One, we see the full impact of pricing declines taking hold in the second quarter, those happened throughout the first quarter but will largely take hold in the second quarter. You're right with point out activity levels will continue to decline some. And then additionally, the cost actions that we took while they will benefit us fully in the third and fourth quarter, they will only partially benefit the second quarter. So those actions are being taken right now, we'll get about a half quarter benefit from those in the second quarter and a full benefit in the third and fourth quarter.
Unidentified Analyst:
Okay. So thank you very much for that clarification. I will hand it back.
Operator:
Thank you. [Operator Instructions] We do have a question from Daniel Martins from FBR Capital Markets.
Daniel Martins:
Good morning, this is Daniel calling on behalf of Tom Current. I'm just looking for some color and I am sorry if I missed the prior discussion about it on the press release, where you said they should believe that offshore activity would remain stable throughout the remainder of the year. Are you able to tell us a little bit more about it, what you're seeing and whether that's more macro or company specific? And then secondarily, at a more tactical level, I don't know if you're able to share with us how many incoming new bills and rolling over rig renewals you have? Thank you.
Gary Luquette:
Thank you, Daniel. I'll give you cut at the first part of that question. I think the second part is in terms of how many new bills come in, and how many go to work, and how many replace existing units. We just don't have that insight presently and I think the comment that we have made in the press release is something that we believe here internally is that the activity level – our percentage of the activity level is going to remain relatively constant through the course of the year, that's not a representation of the overall aggregate market but we believe the ins and outs and the call outwork that we had unplanned that replaces some work that maybe goes away because the economics – all of that in our view is going to hopefully cancel each other out and we'll see a relatively stable, that is our view for Frank's share of the market and what the aggregate market does, I don't know how much more fundability there is in the Deepwater market. I think a lot of the projects that could slide to the right, the operators have taken that action, and I think what we're – what I am anticipating is they are going to start running up against lease terms and obligations to the national oil companies, and so you will either drill or drop in these leases. So I am hopeful that in a more macro sense, we're seeing a leveling out now because I think things that could be deferred have been deferred but in our press release, we're talking about our share of that market is being fairly resilient to-date and our view is that we'll be able to hold pretty good there.
Daniel Martins:
Okay, that's very helpful. And if you allow me just a last question, can you talk a little bit about your views on M&A for the rest of the year? I know this should have a very good net cash position, what do you see the environment looking like and what's your pipeline like? Thank you.
Gary Luquette:
Well, I mentioned in my opening comments that we're trying to keep our hopper wide open and we're looking across the board, not just U.S. but international opportunities, land, offshore opportunities, so the playing field is wide open. When you look at asset values relatively to their peaks, obviously U.S. land has given up the most and that would be an obvious statement, and so that seems to be the most fertile ground in terms of current asset values but we're going to keep our eyes open, keep the hopper wide open and continue to look. We believe that a highly fragmented U.S. land market with dropping asset values clearly represents a primary target for us, but I don't want to have any of you draw any conclusions that that's the only game in town, we're going to continue to look, and not just that, the business that we're in today but also diversification opportunities.
Daniel Martins:
Very good, thanks for your time today, I appreciate it.
Operator:
And that was our final question. Thank you, ladies and gentlemen, for participating in today's call. You may disconnect at this time.
Operator:
Good morning and welcome to the Frank's International Fourth Quarter Fiscal Year 2014 Earnings Call. My name is Brendon and I will be your operator for today. At this time all participants in a listen-only mode. Later we will conduct a question-and-answer session. Please note, that this conference is being recorded. And I will now turn over to Thomas Dunavant. You may begin Sir.
Thomas Dunavant:
Good morning, everyone. And welcome to Frank's International's conference call to discuss fourth quarter and full year 2014 earnings. I am Thomas Dunavant, Manager of Finance and Investor Relations. Joining me on our call today are Keith Mosing, Executive Chairman; Gary Luquette, President and Chief Executive Officer; John Walker, Executive Vice President of Operations; and Jeff Bird, Executive Vice President and CFO. Before we begin commenting on fourth quarter and full year results, there are a few legal items that we would like to cover. First, remarks and answers to questions by the company representatives on today's call may refer to or contain forward-looking segments. Such remarks and answers are subject to risk and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements and such statements speak only as of today's date or if different as of the date specified. The company assumes no responsibility to update any forward-looking statements as of any future date. The company has included in its SEC filings cautionary language identifying important factors that could cause actual results to materially differ from those set forth in any forward-looking statements. A more complete discussion of these risks is included in the company's SEC filings which may be accessed on the SEC’s website or on our website at www.franksinternational.com. Also you may access both the fourth quarter and full year earnings press release and a replay of this call on our website. Please note that any non-GAAP financial measures discussed during this call are defined and reconciled to the most directly comparable GAAP financial measure in the fourth quarter and full year 2014 earnings release, which was issued by the company today and is available on our website. I will now turn the call over to Keith for his comments.
Keith Mosing:
Thank you, Thomas. Frank's has been run by the Mosing Family since it was founded 1938. My grandfather, my dad, and then I built a foundation that has allowed us to be a leader in our industry. We have grown from a one casing crew company to a corporation with our third consecutive year of $1 billion plus in revenue. During the national public offering, I mentioned how being a public company will allow us to retain current employees and track new employees that could help the company continue to grow, innovate, and exceed the expectations of our customer. As I thought about succession planning and who would lead the company after me, I was drawn to the experience of Gary Luquette. Soon after our IPO we asked Gary Luquette to join our board. He has 35 years of experience in the industry, and was a customer of Frank's while at Chevron. He recognizes and understands the value that Frank's offers to our customers. After serving on our board for the last year the topic was discussed about him taking the role of Chief Executive Officer. That brings us to today where I have the honor to introduce Gary Luquette who officially became Frank's International’s President and CEO last month. I will now serve as Executive Chairman. This will allow Gary to lead the business of our company while I continue to be involved in the establishment of our strategic direction. Lastly, we recently added Bill Barry to our board. Bill brings over 30 years of experience with Conoco Philips. He is a great addition and I look forward to his contributions to the board. With that, I'll turn the call over to Gary.
Gary Luquette:
Thank you, Keith. It's an honor to serve as CEO of a company with such a rich history of providing outstanding service to its customers. I have known Frank's for a long time and their reputation in the energy business is second to none. When I joined the board, I was eager to help the company make the transition to a public company. Then when Keith approached me about the opportunity to become CEO, I was excited to jump into action and lead the company and grow value for our customers, our shareholders, and employees. I want to thank Keith for placing his trust in me, I want to ensure him, the Mosing Family, and all of Frank's employees worldwide and our shareholders that I will endeavor to do my best to protect the great brand that has been established. As we look for opportunities to grow through innovation and help our customers improve the cost and the integrity of their wills, we will remain focused on ensuring that everyone stays safe while focusing on efficient and effective execution of the tasks at hand. 2014 was another record year for Frank's, we delivered over $1 billion in revenue, a 7% increase over the prior year. Our adjusted EBITDA was $450 million, a 3% increase over 2013. And our adjusted EBITDA margin was 39%. John Walker and Jeff Bird will provide a more detailed review of our quarter four and 2014 results following my remarks. Note, with the arrival of Jeff Bird, John Sinders will continue in his prior role of Executive Vice President of Administration. He will have responsibility for Corporate Development, Corporate Strategy, Investor Relations, and other administrative functions. Continuing on, I want to focus on what lies ahead. We are facing a lot of uncertainty given the current commodity price environment. Exploration and production companies are having to reduce capital investments which in turn is lowering rig count. Companies are faced with obvious trade-offs between investment and returning cash to the shareholders, and still others have obligations to lenders that will impact their activity levels. We are monitoring all of this while we're not immune, we believe we are well positioned; we have a very strong balance sheet with essentially no debt, we have the ability to reduce our capital needs and operating expenses as activity slows, and we have positive cash generation that will allow us to invest while maintaining our dividend and retaining the capacity to move on acquisitions if the right opportunity presents itself. We expect our revenues to be impacted some by reduced activity and rate reductions and we're taking steps to mitigate those impacts to capital and operating cost reductions. We are already seeing reduced activity levels in some regions, the broader US land market has lost more than 500 rigs since the beginning of the year, this drop is forecasted to continue and we don't know where the bottom will be. Internationally we are starting to see signs of slowing but more gradual than US land. We would expect this gradual trend to continue over the next few quarters. If there is a bright spot it's in the global offshore markets, both internationally, and in particular, the Deepwater US Gulf, a combination of term rig contracts, lease obligations, and longer term project cycles or sustaining activity levels at present. As a result in our US offshore and international markets we anticipate less of an immediate impact. The Gulf of Mexico is still very active with 45 floating rigs working right now which is actually a significant increase year-over-year. This time last year there were 38 floating rigs working, eventually we expect activity in all of our markets to slowdown from current levels through the remainder of the year. We also expect and have already received request from customers for pricing discounts. We are evaluating these requests and working with our customers to reach agreement. In some cases agreements can include volume commitments or introduction of new technology that can lower the overall cost of the well, all of which can offset rate reduction impacts to us. During the slowdown we want to use this opportunity to make Frank's a stronger company. As previously mentioned, we have a very strong balance sheet, this is an environment that will stress many companies financially. For Frank's there is little risk of us being unable to pay our dividends, in fact we see this as a potential opportunity to utilize our strong balance sheet to pursuit acquisitions that align with our growth aspirations. While our blue-chip customers will be forced to review cost just like everyone else, we believe they have the size and the experience to whether the slowdown. We know that these customers will continue to need our services and we hope to strengthen our relationship with them as we jointly pursue ways to reduce the cost and improve the integrity of their wells. This slowdown also gives us an opportunity to look internally. Just prior to me joining the team, Jeff Bird joined us as CFO. We both bring external experience and ideas that will lead to process improvements and execution opportunities that will make us a better company. These ideas combined with changes underway will enable us to use this period of lower activity to make the company stronger and better prepared to ramp up activity once commodity price is improved. You may recall that we have only been operating as a single entity since 2011 when Frank's International and Frank's Casing Crews merged. Since that time everyone has been working towards a consistent approach in conducting our business. We are in the process of identifying saving opportunities but are also adding some cost in selective areas to ensure we remain fully compliant as a public entity, and are positioned for growth in the future. We are not announcing any specific costs savings targets today but as the year progresses and we get the new organization in place and fully functioning, we will be in better position to share details with you. Our business model is predicated on the opportunity to provide value to our customers. We help exploration in production companies, address their most complex wells. Today we are seeing more complex situations as wells get deeper, metallurgy is more exotic, lateral sections are longer, and wells have multiple completions and more technology added to the casing string. All of this allows us to demonstrate our value to the customers. We are not always the lowest priced but we believe we provide the lowest total cost of ownership. Improving the cost of our wells is about more than just the cost to drill, factors including the reliability of the well and well integrity must be considered as those can add cost later in the wells lifecycle through replacement or well intervention work. In closing, I want to reiterate that we are in sound financial shape taking definitive steps to ensure we not only survive the downturn but prosper in it, and that we will be positioned to ramp up quickly and effectively once prices rebound. I will now turn the call over to John Walker and Jeff Bird for their comments before providing my closing remarks.
John Walker:
Thank you, Gary. We are very pleased with our fourth quarter and full year results. First, safety is our number one core value. In 2014 our total recordable incident rate or TRIR was 1.27, and our lost time incident rate or LTIR was 0.36. 2013 and 2014 have proven to be two of our safest years. Our key initiatives relating to leadership programs, no harm plans, and innovation of new technology has contributed to this reduction from prior years. We look for 2015 to be another year of safe performance as we focus on ensuring the safety of everyone. We continue to introduce new technology that aims to improve efficiency, increase safety and reduce the overall cost of wells to our customers. One recent introduced technology is our new breakout device; overtime completion tubulars might have to be replaced. In some scenarios completions left in wells for years in high temperature environment can require as much as twice the original makeup to breakout. Conventional power tones can crush the pipe at high breakout torques where the breakout device can accomplish this task without any damage. This device can reduce the time to complete the job, it can yield substantial cost savings to our customers by salvaging tubulars that would have otherwise incurred extensive recuts of threads or been lost all together due to being crushed. Congratulations to our technology group and all of our operations people for continuing to find ways to meet and exceed the needs of our customers and their most complex issues. As I review 2014 results I will provide comments about 2015. I will now provide specific guidance for 2015, instead I will frame the opportunities that will drive revenue through the year and into 2016 and beyond. While as Gary mentioned, there are lot of uncertainties in the market, we continue to focus on the long term drivers of the business and how we can be the provider of choice for our customer’s most complex wells. Looking at our business segment results; our international services revenue for external sales in the fourth quarter increased 2% sequentially and 19% year-over-year to $146 million. For 2014 revenue increased 13% year-over-year to $537 million. Adjusted EBITDA margin for International Services in the fourth quarter was $66 million or 45% of external sales. For the full year adjusted EBITDA was $231 million or 43% of external sales. Let me provide more detail around our successes in 2014 and opportunities in 2015. 2014 all of our international regions had grown year-over-year revenue growth except Latin America. Latin America was negatively impacted by declining business in Venezuela and Brazil. Results were further impacted by bad debt expense and currency devaluation. In 2015 we expect positive contributions from new opportunities in Mexico from IPM work and continued success from the introduction of new casing running technology or CRTs in several countries. Far East revenue growth in 2014 was helped from hammer work where we secured in Sakhalin Island, and our initiative to increase market share in Australia. Malaysia and Indonesia remain our largest revenue generating locations in the region. Activity in the region remains healthy as we have several existing long term contracts and continue to pursue market share gains. The Middle East was part of our market share and cliché initiative in 2014. We succeeded with the increase in revenue from the contracts from our Harmonic Isolation Tool and Cutting Bed Impellers. These down hole tools will be used in both on and off shore applications and will continue to provide a revenue stream in 2015. In addition, we started on several complex wells in 2014 and several more are scheduled for 2015 in the region. West Africa had tremendous revenue growth for us in 2014, growth in the region came not only from Angola and Nigeria which was the two largest revenue generating countries within the region but also from other countries that have recently seen increases in offshore activity. Continued revenue will come from the new contracts that started in 2014 and will continue into 2015 and beyond. As an example, one of these contracts is for the development work on five deepwater offshore rigs for a period of three years with a two year extension option. Europe, which is primarily work in the North Sea had revenue growth driven by increased work with existing customers including a project with one customer to complete multiple wells with our Fluid Grip Technology and our Collar Load Support System or CLS during the year. We also had success securing work for several new customers in the region. Looking ahead these continue to be opportunities so we will likely be impacted by weaker currency in the region and increased competition. Canada, year-over-year revenue increase benefited from offshore work in Eastern Canada that began in 2013 and continued for the full year of 2014. In addition, CRTs were introduced in the region providing increased revenue opportunities. Overall 2014 was a good year for international services segment with success increasing our market share we introduced new technology to existing customers and we added a new facility in Dubai. We look to position ourselves for new and increased activity, particularly in the Eastern Hemisphere from the coming years. Moving to our US Services; fourth quarter revenue for external sales increased 5% sequentially and 4% year-over-year to $118 million. For the full year revenue was $440 million, up 1% year-over-year. Adjusted EBITDA for US Services in the fourth quarter was $48 million or 41% of external sales. For 2014, US Services adjusted EBITDA was $181 million or 41% of external sales. Within our US Services segment, our Gulf of Mexico fourth quarter revenue was up 9% sequentially and essentially flat year-over-year at $71 million, for the full year it was up 4% to $271 million. The Gulf of Mexico rebounded well in the fourth quarter after the impacts of loop current in the third quarter. For those on the line that are unfamiliar with the loop current, these transitory currents in the Gulf of Mexico make installation and drilling services come to a halt because of the strong currents. 2014 was an extraordinarily bad year for loop currents. For the full year the region had an increase of six floating rigs starting the year at 38, remaining at 38 until mid-year and then ending at 44 as new builds began to enter the region. Current rig count remains in the 40s as activity remains healthy. Revenue for the land service portion of our US Services segment increased 1% sequentially and 10% year-over-year to $47 million. 2014 revenue was down 3% year-over-year. Our US land business rebounded well in 2014 after we had changed the management structure and revised our pricing strategy at the beginning of the year. Some of our market share losses that we experienced in 2013 and the beginning of 2014 we recovered as we grew sequentially in the second, third and fourth quarters. Of course 2015 will be a challenging year as the rig count has already declined substantially and is predicted to continue to decline in the near term. Long term we believe we can position ourselves well within this market, in the short term we will evaluate our cost structure including rationalization of locations and potentially looking for acquisition opportunities. Lastly, tubular sales revenue for external sales in the fourth quarter was $55 million, this was up 35% sequentially and 19% year-over-year. For the full year tubular sales revenue was $176 million, up 5% year-over-year. Adjusted EBITDA for tubular sales in the fourth quarter was $10 million or 90% of external sales. For the full year adjusted EBITDA was $38 million or 22% of external sales. In 2014 we added a new leader of tubular sales to help us strategically focus on growth opportunities in this market. Like with the US land business, this will help drive new initiatives that should lead to strong growth in coming years. We continue to work with our customers to reduce deferred revenue allowing us to deliver existing inventory that has already been paid for. In addition, we are improving our management inventory systems to reduce the overall inventory levels held by the company while still being able to provide our customers the products they need in a timely manner. These initiatives which will be ongoing over the next few years will further strengthen our balance sheet and improve our cash flow. With that, let me turn it over to Jeff Bird to review our financial results for the quarter and outlook for the year.
Jeff Bird:
Thank you, John. I'm excited about joining Frank's. During my first 90 days of the company I've enjoyed meeting and beginning to work with the people here. We will continue to build on the foundation the finance team has started to establish over the last year. We will build out a world-class finance team to serve needs of being a public company, and as important, being a value added business partner. We've already begun to identify productivity improvement opportunities that will result in more efficient use of our inventories, day sales outstanding in accounts receivable, and reduce costs through focused productivity projects. We will share more with you in the coming quarters around these projects. Now turning to our results for the fourth quarter and full year. Fourth quarter revenue for the quarter was $319 million, an 8% increase sequentially and 13% increase year-over-year. For the full year revenue was $1.153 billion, up 7% versus 2013. Net income for the fourth quarter was $51 million with net income attributable to Frank’s International NV of $35 million or $0.22 per share. Diluted net income, which includes $4.7 million in assumed tax impact of conversion of preferred shares was $46.8 million or $0.22 per diluted share. For the full year net income was $229 million, with net income attributable to Frank's International NV of $159 million or $1.03 per share. Diluted net income which includes $15.4 million and assumed tax impact to conversion of preferred shares was $214 million, or $1.03 per diluted share. A full reconciliation of our EPS calculations is in our press release. Fourth quarter tax rate was 32%, higher than previous quarters and full year 2014, primarily due to a higher proportion of total income earned in the US. Full year tax rate was 25%. Fourth quarter and full year EPS were impacted by the devaluation of the Venezuela Bolivar, this reflects a change in translation from the official rate of 6.3 Bolivars per US Dollar to the two exchange rate of 50 Bolivars per US Dollar. This change in exchange rate impacts our operating and net income, however the loss is excluded from our adjusted EBITDA calculation. The net impact to fourth quarter and full year results is $13 million or $0.06 per diluted share. We continue to operate in Venezuela but are monitoring the political and economic environments with an aim to manage our exposure going forward. Our adjusted EBITDA for the fourth quarter was $124 million or 39% of revenue. For 20014 our adjusted EBITDA was $450 million or 39% of revenue. On December 31 we had $489 million in cash and less than $1 million in debt on our balance sheet. In 2014 our CapEx spend was $173 million. We spend $119 million on equipment and $54 million on new facilities related to assets and other PP&E. We expect 2015 CapEx spending to be down $23 million or 13% from 2014 to $150 million. We anticipate equipment rental capital spend to be $70 million, down over 40% from 2014. This amount is less than the last three years where we have had increased investment building our capital equipment base worldwide. This level of spend will allow us to continue invest in technology that will position us well for a ramp up in work following the slowdown. The remainder of our capital spend will be allocated to facilities and other PP&E. We are reviewing all non-equipment capital needs and have already deferred projects to future years that we did not deem absolutely necessary in 2015. We will continue to review our capital spend and update you as we progress throughout the year. Diluted share account is expected to be $209 million for 2015. We expect our 2015 effective tax rate to be approximately 25%. As we have discussed previously, our diluted EPS calculation includes an assumed additional tax expense upon the conversion of our preferred stock. There is approximately 5% of additional income tax assumed for diluted net income for financial reporting purposes. This is due to our up seed structure. Please feel free to reach out to us if you have questions about modeling. Lastly, our Board of Directors declared a dividend of $0.15 per common share subject to applicable Dutch dividend withholding taxes, for the record date of March 6, with payment on March 18, 2015. This is unchanged from the previous quarter. I will now turn the call back over to Gary for some final comments before we open up the call to Q&A.
Gary Luquette:
Thank you, Jeff. 2015 is going to be a challenging year for all in oil and gas industry. Our opportunities are created by the activities of E&P companies which are impacted by the outlook of commodity prices, however, we see no need to panic, the world will continue to need oil and gas. As populations increase and nations become more developed, the demand for energy will also increase. Longer term, we are bullish on our future and our ability to grow revenues profitably. In the short term, although the outlook isn’t as promising, there are some things that we can do to prepare for brighter future. Our balance sheet gives us the opportunity to maintain a longer term view on the industry and the ability to invest through the cycle. Although we will not be providing guidance for the year or the quarter, I want to assure you that we will not be sitting idle. We will continue to be opportunistic, both in improving our internal capabilities, as well as looking to capture additional market share where advisable. We look forward to updating you on our progress throughout the year and I personally look forward to meeting many of you over the coming year. Thank you for your time. And now we'll turn the call over to your questions.
Operator:
[Operator Instructions] And from RBC Capital Markets we have Kurt Hallead on the line. Please go ahead.
Kurt Hallead:
Good morning, gentlemen.
Gary Luquette:
Good morning.
Kurt Hallead:
I had a quick question relating to the offshore markets, obviously yesterday there was an offshore driller that announced that some of their customers were seeking to cancel contracts. I know you have quite a bit of exposure and last year it was a good growth market for you on that dynamic. Just wondering to trying to calibrate our views with yours and see how you're risk assessing the offshore market globally for 2015.
John Walker:
Sure. Good morning Kurt, this is John Walker speaking. So in regard to the overall market conditions with respect to international, we're seeing a slight softening within the market but to the earlier comments, we believe that we are well positioned within the segments that we operate and being the complex wells and specifically the Deepwater applications. You saw the tail end of last year, quite a few exploration wells that came up that were dry hole in nature, however, the projects that we have focused our efforts on have tend to be in the appraisal and the development phases. And as I'm sure that you are aware, as the development phases are sanctioned, it's more about long term outlook. So we are seeing slight softening but not the levels of course that we're seeing in the US side of the business with US land side. The Gulf of Mexico is still a very decent bright spot for us, again lever to the deepwater complex well side of it. So overall we do understand that there is a transitioning happening at this time but we're still very optimistic in it on the future.
Kurt Hallead:
Okay, that's great. Thank you.
John Walker:
Thanks, Kurt.
Operator:
From Guggenheim we have Michael LaMotte on the line. Please go ahead.
Michael LaMotte:
Thanks, good morning. I was hoping with the changes in the business model for addressing the US onshore market over the last 12 months, I was hoping that you could talk about how the current environment might impact that effort and whether or not the business model would change again in terms of the aggressiveness with which you would go after share or even look to do M&A in that market in particular?
Gary Luquette:
Michael this is Gary Luquette. Let me make a cut at that and you will see if John Walker wants to add anything. So certainly we're going to adjust the timing of some of our plans but I think longer term our plans are still very appropriate, i.e., to grow market share in the onshore like US land business, clearly we were underrepresented, much of our efforts in the early part of 2014 is the reason why we were pretty much quarter-to-quarter and year-to-year able to sustain our revenues despite a falling market. So right now gives us an opportunity to reassess our plans and to improve that repositioning plan and as I mentioned in my opening remarks, to move on any acquisition opportunities assuming those fit well with the strategic plan. But longer term our strategy we think is still sound as just maybe tweaking a bit on timing.
John Walker:
Michael, just one thing to add to Gary’s comments there, something to be clear on. As far as our concentration of market share at Europe we are obviously seeing a significant decline in the unconventional side of the business but we did not have a large concentration of market share in the broader picture of the land business, we were building that out. So it allowed us an opportunity to look at the overall business and just reorganize it appropriately as it affects us directly.
Michael LaMotte:
I'm curious just from an organic standpoint as a follow-up question, as operators in this environment look to get their own cost structure in line, the value proposition that you bring in a market that has historically been very relationship driven, as operators become more cost conscious and certainly more safety conscious if the organic opportunities for market share gain can come - not necessarily just through discounts or aggressive pricing tactics but really the value sell if you will.
Gary Luquette:
Sure. I tend to highlight also if you recall that our customer base tends to be more in the blue-chip side of the business and of course they actually feel better during this downturn period. But to the point I was talking about earlier about the concentration that we have - we're reviewing all our site locations and some of the stores will look out potentially are consolidating and we'll just - we will try and lower our costs in a line with how we see the contraction in the market. But we still have some grey opportunity there because the sweet spots of the market - obviously the focus will be for us is where those additional market penetration for us.
Michael LaMotte:
Alright Gary and John, thanks.
Operator:
From KeyBanc Capital Markets we have Robin Shoemaker online. Please go ahead.
Robin Shoemaker:
Thank you. So in terms of the offshore markets again where you have won major competitor, I wonder if you could describe for us the - you talked about you're getting pressures for pricing discounts in all of your business, as I assume that is in that arena as well. And just in terms of past experience, we - since Frank's is relatively new public company we don't have data for 2008-2009 when we did see a big drop off in the market. What was the experience then in terms of the pricing pressures on casing running services? And how should we think about potential margin pressures in this cycle in that key area where you principally have one competitor?
John Walker:
Good morning, Robin, it's John Walker. We talked about that during the last downturn, while during the last downturn of course you know it's little bit of an upper limit [ph] because we were previously multiple entities and now you know we're one Frank's. And an important factor from 2008 to now is that the deepwater activity was not as prominent during the last downturn. So with our technology and the uptake of the technology, yes we're working with our customers to reach agreements on the pricing discounts but ultimately to Gary’s earlier point, it's about the reduction in well construction costs and the total cost of the ownership with the tubulars for well integrity and the production life. So we are talking to our customers about the value that we create in that arena, it's been well received and some of those pricing impacts that we work for the customers on are being offset against that technology uptake.
Robin Shoemaker:
I see, okay, thank you. So just one other question, you also brought up your balance sheet in potential acquisitions; we've heard some companies say in this very early phases of the downturn that it's a bit too early for the best acquisition opportunities that those will come later in the cycle or as the downturn progresses but how do you view the timing now versus what might later this year or early 2016 or are you really focused on timing at all?
Gary Luquette:
Robin, this is Gary. I would say we're - this is the never present, part of our portfolio is to look for acquisition opportunities, sometimes they present themselves irrespective of where we are in the market but clearly as time passes and if prices stay in the ranges that they are now you will see additional stress being placed on the markets. I guess my comments would be it depends, in certain sectors obviously in US land is - both John and I have highlighted in our opening remarks, the key contraction that we're seeing in US land is going to introduce a lot of stress into that market. Clearly, we are aware of that and we're in position to take advantage of that assuming that strategically aligns with our plans. So it depends on how the market is moving and what the balance sheets look like for the asset holders, as today as to timing but it's something that we are aware of, it's part of our ongoing business analysis process and we'll just keep close eye on them.
Robin Shoemaker:
Okay, thanks a lot.
Operator:
[Operator Instructions] And from UBS we have Angie Sedita online. Please go ahead.
Angie Sedita:
Good morning guys.
Gary Luquette:
Hi, Angie.
Angie Sedita:
So just to go a little bit further on the acquisition side, I was going to ask how - why are you focused on US land but it clearly sounds that's where you think might be some opportunities given that crashed in the market. So maybe you could talk about that a little bit more and if you are interested in similar product lines that you're already in or would be looking at something that you're currently not already in or something that's an adjunct. And are you also still looking for acquisitions potentially in new GO markets offshore.
Gary Luquette:
There is a lot to that Angie and I don't yet - it's too much detail for fair that maybe some of our competitors are listening in, but one of the things that strategically we announced in previous quarter was our desire to grow market share on US land and that was a portfolio move for us, in other words, we start ourselves as underrepresented relatively to our capabilities and it provided somewhat of a hitch against our very, very significant deepwater offshore business. Now I would suggest you that I would turn my nose up to a great opportunity to further improve our Deepwater offshore position but our strategy to grow market share onshore is still sound, we think longer term, for those who have been in this industry as long as Keith and I have, the price cycles - we are very experienced through these cycles and we know what goes up comes down and what goes down goes back up. So we still see the opportunity to grow market share and the unconventional space is going to be very active at some point in the future and we want to have a reasonable market share in that space as part of our portfolio diversification. Clearly there is going to be a lot of stress in that space just because of the nature of the operators and the leverage that they were carrying. So this probably will represent the most robust opportunities that we're adding to the portfolio but we have to be very selective with this. As these Shale Plays have played out, the sweet spots have been identified, and these are the areas that will be most active in areas that will become active the soon as prices recover, so it's not a strategy that says all shale’s are equal, it's going to be a very focused and targeted acquisition activity level for us in areas where we think we can grow share in the right spots and be one of the earlier companies to get back at it.
Angie Sedita:
Right, so that's helpful. And then, so therefor over the long term have you actually thought through in your mind of a strategic level of market share that you would like to have in the US land given the diversification you are seeking in your portfolio?
Gary Luquette:
We have some ideas, I'm not going to quantify that but we certainly have some ideas as to what we feel would be a good position to move to and that's probably not the end game but it represents a nice portfolio shift for us and it allows us to continue to execute with excellence versus getting into something too big too quickly and then having some execution issues.
Angie Sedita:
Alright. And then finally, going back to the offshore market, if you look back historically whether it's the growth of the ultra-deepwater rig count where you obviously have more exposure as well as Deepwater, if you look at the growth of the rig count or even the decline of the rig count, have you looked back at how your revenues correlate and the point being as of course from the Gulf of Mexico we're seeing ultra-deepwater rig being released as they roll off of contract, we're seeing of course some cancellations, so net-net, we could actually see the ultra-deepwater rig counts declining at least in 2015, even with the new build. Can you talk through that on your correlation of revenue with that rig count, does it correlate with that rig count or can you be over and above that given your services and your value lead.
Gary Luquette:
So what you're seeing - this is our perspective, what you're seeing with some of the announcements, the recent announcements concerning cancel of contracts, we think a lot of that represented the potential for growth in that sector and some of these companies that were going to look at growth are now trying to tap the breaks a bit because of cash flow concerns and capital reduction concerns. What we are seeing thought is that there is an underlying base activity level that is sustaining itself, this is driven by - as John Walker said in some of his comments, delineation and development drilling by the operators these are activities that are governed by lease terms. So you either drill, you either continue to move towards first oil or you lose these leases and of course, they have lease bonus, they have certain cost from exploration, so they are very committed on these deepwater wells that constitute eventually large major capital projects. So those cycles - the operators, the blue-chip operators can invest and should invest through the cycle and those areas, we're seeing that kind of pop-up the deepwater offshore market. As we mentioned in previous calls and in our opening remarks today, we feel we have a superior offering in the Deepwater market, this is where Frank's has differentiated itself, we have the ability to handle heavier loads for some of these deep complex wells, we have the technology that a lot of these operators recognize as premium services. So as a counter to some of the price discounts, this is where John Walker was pointing towards our ability to upsell new technology or to upsell equipment that is not subject to some of the more traditional discounts that are coming from your more typical casing running tools and services. So although there is pressure we are dealing with that pressure through volume, our offsets, if you want rate reduction it will miss the operator, let's talk about extending our contract or giving us a volume commitment in order to earn those discounts or in some cases we're able to introduce new tools and technologies that they enjoy because they look at it as lowering the total overall cost of the well versus just the services itself.
Angie Sedita:
Got it, thanks. I'll turn it over guys.
Operator:
From Simmons we have Ian Macpherson online. Please go ahead.
Ian Macpherson:
Hi, thanks, good morning. I perfectly understand your reluctance to guide on the year but just for few ones since we're through February now, clearly apart from land I think you've conveyed pretty stable trends, the Gulf of Mexico is clearly up activity wise versus last year and the decline in international has been relatively orderly so far. So given that offshore is 85% of your business right, I wonder is it really the volatility of land that explains your reluctance to guide the quarter or are these directional indicators for offshore just not a bankable indicator for your available business if you want at this point or is it just some combination. Thanks.
Jeff Bird:
Thank you, and this is Jeff Bird. Obviously, as you pointed out due to the uncertainty we're very reluctant to provide revenue or EBITDA guidance. We do remain pretty optimistic, the current and anticipated activity levels in Q1 are probably going to be in line with Q1 2014. We do have seasonality and slowdown that normally sequentially happens from Q4 to Q1 but year-over-year we expect those top lines to be in line and I'll let John comment a little bit more on the regional splits there.
John Walker:
Sure. So just to extrapolate that, obviously it goes without saying that the US land side of the business is - there is going to be some contraction there, so that is offset with, for example, our plan from - without going into too much detail about Middle East, where we set some plans in place in the second half of 2014, and we are seeing some nice growth opportunities in the Middle East, that part of the market, North Africa, also you talked about in Australia. So when you put the mix all together the tubular sales side of the business as well as also seeing nice portion of growth, all lever to the offshore side of the business. So when you put on excel together to Jeff’s point, the Q1 revenue should be in line with what we saw last year. Taken into account from a sequential basis of declines, the seasonality and slowdown in activity which is traditional within the industry.
Ian Macpherson:
Very good, thanks John. Follow-up question, can you update us what you're seeing from other competitors apart from while referred in terms of market share, success, or like thereof compared to what you were expecting a year ago from the smaller players, offshore.
Thomas Dunavant:
Yes, this is Thomas Ian. We really don't have to talk about the kind of competitive environment or specific responses from our competitors.
Ian Macpherson:
Alright, thank you.
Gary Luquette:
Thanks Ian.
Operator:
From Tudor, Pickering, Holt we have Jeff Tillery online. Please go ahead.
Jeff Tillery:
Hi, good morning.
Gary Luquette:
Good morning, Jeff.
Jeff Tillery:
I was wondering if you could talk about one of the things, it's I think been probed on some of the other questions, it's relatively easy to track offshore rig commitments, it's much tougher to understand and track the new ones of what those rigs are doing, are they actually drilling wells or is it more intervention type of work. Can you just talk through, as you look at your opportunity side, do you see well construction activity in the Deepwater being consistent with what we observe from just tracking deepwater rig activity or how do you see that?
John Walker:
So Jeff, the point that we talked about earlier on, the way that activity is rolling out right now is on the appraisal development side. If you look at the middle to the second part of last year, there was a flurry of activity in the Northwest African plays, of course ongoing in the Gulf of Mexico. So there has been some contraction in that side of it but that's definitely been offset by appraisal activity and to Gary’s point about the longer term execution plans of the subsea developments in the complex wells and the Deepwater. Obviously the equatorial margin and West Africa has been a bright spot as well and continues with the recent announcements of discoveries there, so hopefully that give you a little bit of color on how we see it.
Jeff Tillery:
It is, thank you. And then as you talk about pricing sessions, I guess I have two questions. One, is that on - just new contracts or is it on existing contracts in place? And then two, as you think about the technology and volume uplift that you may trade-off for price, should we think about margins are still being able to stay within few hundred basis points of where they are or is the risk greater than that?
Jeff Bird:
Yes, this is Jeff. If you think about it from a margin standpoint, obviously you should expect EBITDA to be down with the price discounts that we're seeing. We are evaluating cost savings opportunities right now, and we're doing that across all regions. Obviously, we're first evaluating the low hanging fruit, we're looking at overtime, we're looking at contractors and things like that, and then we're going beyond that from a more strategic standpoint but just not ready to comment right now. So margins will be down and we're doing what good businesses do quite frankly when that happens and we're going to address out cost situation.
Jeff Tillery:
Alright, thank you.
Gary Luquette:
Thank you.
Operator:
And from Global Hunter Securities we have Ken Sill on the line. Please go ahead.
Gary Luquette:
Good morning, Ken.
Operator:
Ken, if you could unmute your line?
Ken Sill:
Good morning guys, I'm sorry about that, I'm talking to my signal [ph]. Welcome to our crazy world of being a public company. I wanted to talk about the strategic vision a little bit, maybe try to get over more new ones on that. So - I mean you guys are in an enviable position with a clean balance sheet and a lot of cash. You've talked about North American onshore could be an opportunity area given it's the most stressed area. On the strategic vision side, I mean you could add new product lines, you could grow what you're doing. How do you guys look at it from 30,000 foot level about, what part of the onshore Shale or whatever you want to call it, Shale markets do you want to be involved and as it turn on the completion side, certainly you guys don't want to go out and buy drilling rigs, but just where in the lifecycle of this business do you see your place or do you even have at that?
Gary Luquette:
Ken, this is Gary, and then I'll invite others. The simple near to data to add color but we know what we're good at, okay, so one of the opportunities in the four to five year opportunity that is to exploit what we're really good at. So that would infer that to opportunities to gain market share in the tubular running business, both on the completion side as well as on the drilling and casing side, clearly that's our sweet spot, that's where we're good at and that's how we differentiate ourselves. However, if you take a longer term view which we're doing now to try to understand where the oilfield of the future is going, both onshore and offshore, where we have a tremendous position. We are also trying to think what the drilling rigs that are going to be used for the oilfield of the future, exactly how they are going to get figured. Clearly they are moving towards more mechanized and automated systems, and we understand that we've got to reposition ourselves in that sector in order to be able to intersect it in the five to ten year sort of plateau. So that may lead to new product and service lines for us, clearly it's not a real short term play for us but it's something that we're thinking about today and evaluating. Our objective would be to intersect that and not find ourselves flat footed when that transition occurs to automated and mechanized drilling rig.
John Walker:
And Ken, if I could - this is John Walker, I just wanted to add a little bit color to that. To your point at the beginning, welcome to being a public company but the important factor of course is that we've been a global organization for over 30 years and 70 plus years in the tubular running sites, so very mature in that area. And my point that I want to get across is, that allows us a wiser breath of opportunity on a global basis because we do have infrastructure in all the major oilfield centers of the world. And as the US Dollar continues to strengthen the opportunities and valuations obviously become more attractive to us. So the opportunities are wide for us right now and with the strength of the balance sheet to Jeff’s point, we are very optimistic and excited about the future. And hope that answers your question Ken?
Ken Sill:
I appreciate the answer, that's good. And then I had just one more question, from a very high level, obviously the drop in oil prices is changing the economic realities of developing oil and gas around the world. We could see cost coming down a lot in the Deepwater side because of the rig supply situation, but do you guys have a feel for where you think oil prices need to be to see Deepwater activity kind of rebound from here or what price you think you need to see for activity to kind of remain at least relatively level on the development side?
Gary Luquette:
Ken, this is Gary, it's obviously not a question that we can answer but probably your contacts in the operator community may have a more informed view on that. What I will say, I having spent 35 years in this industry is that these downturns and these periods of lower commodity prices have a way of really having a healthy effect longer term on the supply chain and on development cost. And what - here to pull, let's say 12 months ago if you take the Deepwater market might needed anywhere from $60 to $80 a barrel to be commercial. What history has told us is those costs will significantly drop as the supply chain rationalizes itself at a lower commodity price. So what those actual trip points or hurdle rates are, we'll leave it to others to answer but I think history informs us that things are going to get a lot more economic as cost rationalize due to low commodity prices.
Ken Sill:
Alright, thank you. I think that's valuable perspective. I'll turn it over to other people, thanks.
Gary Luquette:
Thanks Ken.
Operator:
Thank you. We will now turn it back to Gary for closing remarks.
Gary Luquette:
Yes, thank you. So I want to thank those on the line, especially those of you that presented question to us, thank you for doing that. Made me just to close into - maybe summarize, we've talked a number of times about the excellent financial position we're in and that cannot be over emphasized. We are extremely proud of how the Mosing’s have run their business and the conservative nature of managing their balance sheet, it is in fact for times like this that we do this. We're going to use this well in activity to re-tool our capabilities such that when it does come back, which it will, we're going to be better prepared to ramp up and our objective would be to become a very early mover in terms of capturing market opportunities as the market improves. We've talked about low commodity prices, placing some stress on certain companies that have not been as prudent as we in managing their balance sheet and have a lot of leverage, and we're in good position to move on but I want to emphasize it would be for the right opportunities that kind of fit our strategic opportunity set. And lastly, I'll just wrap up. Again thanking you, and telling all of you I look forward to meeting many of you personally in the coming few months. So with that I think we'll wrap up.
Operator:
Ladies and gentlemen, this concludes today's conference. Thank you for joining. You may now disconnect.
Operator:
Welcome to the Frank's International Q3 FY’14 Earnings Call. My name Alexandra and I will be your operator for today’s call. At this time all participants in a listen only mode. Later we will conduct a question-and-answer session. Please note, that this conference is being recorded. I will now turn the call over to Thomas Dunavant. Thomas you may begin.
Thomas Dunavant:
Good morning, everyone. And welcome to Frank's International's conference call to discuss third quarter earnings. I am Thomas Dunavant, Manager of Finance and Investor Relations. Joining me on today’s call are Keith Mosing, Chairman, President and Chief Executive Officer; John Walker, Executive Vice President of Operations; and John Sinders, Executive Vice President of Administration and Interim CFO. Keith will begin today's call with general highlights, John Walker will provide an overview of our operations, then John Sinders will provide a review of our results and outlook. Keith will then provide some closing comments. Before we begin commenting on third quarter results, there are a few legal items that we would like to cover. First, remarks and answers to questions by the company representatives on today's call may refer to or contain forward-looking segments. Such remarks or answers are subject to risk and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements and such statements speak only as of today's date or if different as of the date specified. The company assumes no responsibility to update any forward-looking statements as of any future date. The company has included in its SEC filings cautionary language identifying important factors that could cause actual results to be materially different from those set forth in any forward-looking statements. A more complete discussion of these results is included in the company's SEC filings, which maybe access on the SEC’s website or on our website at www.franksinternational.com. Also you may access both the third quarter earnings press release and a replay of this call on our website. Please note that any non-GAAP financial measures discussed during this call are defined and reconciled to the most directly comparable GAAP financial measure in the third quarter 2014 earnings release, which was issued by the company today and is available on our website. I will now turn the call over to Keith for his comments.
Keith Mosing:
Okay, thank you, Thomas. Third quarter results, I’m very pleased to report, were very good. Results showed continued increase in international deepwater activity, as well as continued rebound in the U.S. land business. However, our Gulf of Mexico was impacted by loop currents again this year. Overall, as I mentioned, we're very pleased with our results. Revenue increased 9% for the second quarter. EBITDA margins were 40% in the quarter. Current dividend yield is over 3%. Our outlook for 2014 is in line with previous guidance. We expect strong growth in the Gulf of Mexico and our International business, continued improvement in the US land business, also. Steady contributions are coming in from our tubular sales. 2015 guidance will be in February of 2015. Frank's focus is on serving the customer. Our customer is generally a petroleum or mechanical engineer working in the oil and gas industry. We follow that engineer from graduation to retirement. As they grow within their company and take on more responsibility, we are there to service them throughout their entire carrier. I will now turn the call over to John Walker and John Sinders for their comments before providing my closing comments.
John Walker:
Thank you, Keith. As Keith said, we are very pleased with our third quarter results. We grew revenue 9% compared to the second quarter with an adjusted EBITDA margin of over 40%. Within our U.S. Services segment, U.S. land business continued to grow, where we have been regaining market share due to our recent refocus within this market. Offshore activity in the Gulf of Mexico was hampered in the quarter by loop currents, but our expectations are for continued increased in activity and rig count. Our International Services segment continues to grow as more rigs are working in our markets and we’re providing additional services to our customer in those markets. We continue to look for ways to grow and leverage on our tubular sales segment. Despite macro concerns regarding oil prices and seasonal issues in the Gulf of Mexico, our outlook for the balance of 2014 remains unchanged. We continue to have increased opportunities in all segments that are leading to revenue growth. Now turning to our business segment results, our International Services revenue for external sales increased 11% sequentially, and 18% year-over-year to a $143 million. West Africa, Europe, Latin America and the Middle East all had double-digit sequential growth. In Africa, we continue to gain more work, signing several new contracts in Nigeria and Angola for work starting in upcoming quarters. Angola and Nigeria are two important markets for us from both our market share and size perspective. East and West Africa as well as Egypt present continued growth opportunities going forward. Activities in these areas has been increasing as the pipeline of opportunities indicates growth well into 2015. In Europe, our primary market is Norway, where we have at an almost 40% sequential revenue growth. In the third quarter, we continue to expand our product placement with existing customers. We executed a high value, high margin completion job in Norway using our Collar Load Support system and our patented Fluid Grip technology for a large independent oil company, the first in the region with this customer. We hope to build on this success and product placement to drive more opportunities with this customer. The Middle East is presently a smaller market for us, but one with a lot of potential. We discussed last quarter the Integrated Project Management or IPM contracts that we have secured. In addition to those opportunities, we had success selling our services with drilling optimization equipment within the region. Our Harmonic Isolation or HI tool along with our Cutting Bed Impelleror or CBI tools, have had success in this market both on and offshore applications. These tools will drive continued success into 2015. In the Far East, we have been successful at increasing our market share in Australia commencing work on a drill ship in the region during the third quarter. This is a market that we have identified as a growth opportunity for the company and we are pursuing several additional opportunities in the region. Latin America has pockets of opportunity for us. In the third quarter, we mobilized our equipment to commence work during the fourth quarter on a tension leg platform rig, running wiser running services in Brazil. Existing tenders show that activity could increase in some of the northern and western coast countries, including Colombia and Peru. Overall, the region is growing for us. The revenue is up double-digits sequentially versus the second quarter. We expect continued growth off a small revenue base. Lastly, Canada, although the East Canada offshore market is a small market compared to the Gulf of Mexico and West Africa, we have a strong market share. We expect to begin work on an additional semisub, further increasing our market share within the region. Overall, adjusted EBITDA margin for International Services in the third quarter was 46% of external sales. Adjusted EBITDA margin increased sequentially, as we had less in-freight charges in the quarter and previous quarter mobilization and labor training expenses led to revenue in the quarter. Now moving to the U.S. Services, revenue for external sales increased 6% sequentially and 4% year-over-year to $112 million. Adjusted EBITDA margin for the U.S. Services in the third quarter was 41% of external sales. Adjusted EBITDA margins were lower than the prior quarter, due to the mix of business between the U.S. onshore and the Gulf of Mexico. Within our U.S. services segment our Gulf of Mexico revenue was essentially flat sequentially, but grew 7% year-over-year. Our Gulf of Mexico results were impacted by lower rig activity due to loop currents, slightly offset by completion and shelf activities. These currents cost unplanned rig idle time and therefore reduced our revenue. The currents are present every year, but this year they’ve lasted longer than expected. Despite the delays related to loop currents, we did begin operations on two new build rigs in the Gulf of Mexico during the quarter. We expect to be working on these rigs, both drillships, throughout the rest of the year and into 2015. Revenue for the land portion of our U.S. segment increased 18% sequentially to $46 million. Year-over-year results were down 1%, sequentially our two large revenue growth divisions were Eagleford and Permian both grew over 25% versus the previous quarter. The U.S. land business has recovered better than expected. We’re very pleased with the results after our recent management and strategy change within the market. We continue to look for ways to reinvest in this market in order to capture more market share. We do expect results for the U.S. land business in the fourth quarter to be flat to down sequentially due to weather and holidays. Lastly, tubular sales revenue for external sales in the third quarter was $41 million, this was up 7% sequentially and 1% on a year-over-year basis. Adjusted EBITDA margins for tubular sales in the third quarter was 23% of external sales. We recently hired a new head of tubular sales. In his short time with the company, he has identified opportunities for us to grow this business and position ourselves to provide tubulars to our customers around the world. This emphasis along with internal development that we’re pursing will allow the segment to deliver further growth in coming years. Overall I’m very satisfied with our results and the opportunities we are pursuing for 2015. I continue to push to find ways to increase our time on the rig and the amount of equipment that we place on the rig. This effort will increase the value that Frank’s provides to our customers and increase the returns that will be deliver to our shareholders. With that let me turn over to John Sinders to review the financial results for the quarter and outlook for the year.
John Sinders:
Thank you John, I’m also very pleased with our quarter’s results. We had a solid overall results in the third quarter and are maintaining full year outlook. As we said in our last earnings call, we were confident in our second half expectations and the strong third quarter positions us to meet our full year expectations. Now turning to the results for the third quarter. Total revenue for the quarter was $296 million, a 9% sequential increase and a 10% increase year-over-year. Net income for the third quarter was $67 million with net income attributable to Frank’s International NV at $47 million or $0.31 a share. Diluted net income, which includes $3.7 million and assumed tax impact of conversion of preferred shares was $63.7 million or again $0.31 per diluted share. A full reconciliation of our EPS calculations is included in our press release. Our adjusted EBITDA for the quarter was $121 million or 41% of revenue. For the first nine months of 2014, our adjusted EBITDA margin was 39%. Due to the timing of our revenue and the mix of business between our segments, long-term trends are a better measure than short-term results. We will discuss 2014 outlook in a minute, but we continue to expect adjusted EBITDA margins to be in the high 30%s going forward. On September 30, we had $468 million in cash and essentially, no debt. Our CapEx spend for the first nine months was $124 million of this $85 million was in equipment, with the remainder spent on buildings, vehicles, and other PP&E. We continue to estimate CapEx for the year to be approximately $190 million. Our full year 2014 expectations are unchanged from the second quarter. We expect both our International Services segment and the offshore portion of our US Services segment to grow revenues at least 10% year-over-year. This is broadly in line with the secular rig count growth in their regions. We expect revenue from the onshore portion of our US Services segment to be down 10% year-over-year. We also expect our tubular sales segment to grow revenues at least 4%. Lastly, we are estimating a full EBITDA margin of between 37% and 39% was an effective tax rate of 20% to 25%. For our fully diluted EPS calculation, there's an additional tax expense, due to the assumed conversion of preferred shares and the elimination of the limited partnership interest. This increase is the tax rate by about five percentage points. For modeling purposes, this should be applied to income from continuing operations to arrive at our diluted net income. Diluted EPS is in the number divided by our diluted share count, which is currently 280 million shares. The reconciliation of our earnings release and 10-Q shows this calculation, but please feel free to reach out to us with any questions you may have, as we know these calculations are very complex. Implied in our full-year results is a flat to slightly up sequential total Company revenue in the fourth quarter. This is due to seasonality in some markets and differences in the timing of projects completion and initiation. Our Board of Directors has declared a $0.15 per share common dividend, subject to applicable Dutch withholding taxes, for the record date of November 28, with payment on December 15. Lastly, we are attending several investor conferences this year. We'll be presenting at the Jefferies Energy Conference on November 11, the Cowen Energy Conference on December 2, and the Capital One Energy Conference on December 10. Please visit the Investor Relations section of our website for links to these webcasted events. We also will have an updated investor presentation on our website next week. I will now turn the call back over to Keith for some final comments before we open the call up to Q&A. Keith?
Keith Mosing:
Thank you, John. We're very excited about the opportunities we see in the industry in 2015. Whether the industry is up or down, we feel that Frank's is on track. Our strong balance sheet enables us to grow, even during a downturn, and our exclusive patented equipment helps us and gives us an advantage, whether the market is up or down. Our CFO search continues and we should have an update for you soon. I want to thank you for your continued interest and support in Frank's International. We will now open up the call for your questions.
Operator:
Thank you. We will now begin the question-and-answer session. (Operator Instructions) Our first question comes from Robin Shoemaker from KeyBanc Capital Markets. Please, go ahead.
Robin Shoemaker:
Thank you. And I just wanted to start off by asking about the Gulf of Mexico. You mentioned a couple of rigs started operations and that was one of the issues for this year is some delayed startups of rigs. And recently, we've heard about some rig delivery delays at shipyards. So, apart from the loop current issue, which you've described, where do we stand in terms of the rigs that you expected to be working on in 2014 and how many more are there that will come in, say the next six months or so?
John Walker:
Good morning, Robin. This is John Walker speaking. So, in regard to your question, the loop currents, as I mentioned earlier that was actually offset by additional market share that we secured in the completion on the shelf side of the business. So, we even thought the loop currents were longer than anticipated. It didn't have such a material effect in the overall plan. With regard to new rigs coming in, we have two more rigs coming in Q4, and we've talked to our client or clients and there is no indication, at this time, that those rigs are going to be delayed. As far as the look ahead into 2015, we're going to give the annual guidance at the Q4 call. So I really don't want to get into the real specifics at this point. I would like to highlight that as we see the delays in the project, it gives us additional opportunities to refocus our efforts on the completion side of the business. And this past quarter, we’ve been successful at gaining additional market share on that side. So it’s very optimistic for us and we remain within the annual guidance that we previously highlighted.
Robin Shoemaker:
Right. Okay, well thank you. If I could follow-up with one other question. At the time of your IPO and subsequently, you talked about one of the efforts you were going to make is to penetrate some international markets, which you felt were underserved and where Frank’s was underrepresented. And in those early phases of that, you would incur a fair amount of startup cost. I wondered if you could give us a progress report on that; specifically, with regards to some of the international markets that you’ve targeted and where we stand in terms of the costs you’ve expended and the revenues that presumably you’re starting to generate?
John Walker:
Sure. With regard to international, the Middle East is coming from a small basis for us and we put a lot of focus and effort into the Middle East operation. And as we talked about in our Q2 call, we had some front-end loaded costs there with regard to training, with regard to mobilization of equipment, and all the associated operations. More so within the Middle East, Saudi Arabia has got a lot of opportunity for us and the types of well architecture that’s going to be embarked upon in some of their new areas, we see a good match for us with the technology. So, as far as the Middle East is concerned – also in the Abu Dhabi area, there’s a substantial amount of opportunities for us in that market, along with, as I mentioned earlier, Egypt. Egypt, now that we’ve settled down politically in Egypt, the investment is continuing to proceed and we’ve been successful with our drilling optimization technology, the HI tool, in that sector of the market. Also, I’d like to highlight, earlier this year, the Latin American portion of our business had a stall out and we put a lot of focus on that and there is a lot of opportunity, actually, Q4 and then into 2015. A lot of the E&Ps have confirmed that they’re proceeding with exploration campaigns and the tenders have been coming through. We’ve been, let me say, very successful with that.
Robin Shoemaker:
Okay, great. I appreciate the update. Thank you.
John Walker:
Thanks Robin.
Operator:
Thank you. The next question comes from Ian Macpherson from Simmons. Please go ahead.
Ian Macpherson:
Thanks. Good morning.
Keith Mosing:
Good morning. Ian.
Ian Macpherson:
Good quarter notwithstanding the loop. Has that been a continuing headwind for you in October or early November and would you be able to provide any sort of form of reference for how big of a headwind it was in Q3?
Keith Mosing:
Sure. In Q3 we had five of our operations in the Gulf of Mexico were affected by loop currents and it was an inconsistent period where depending where the well activity was whether we would actually be mobilized or not, because once that were latched on we’re mobilizing and the drilling proceeds the well execution proceeds. For Q4 the impact has been significantly less where we, in the early part of October, we were down to one rig operation that had been affected by loop currents.
Ian Macpherson:
Okay, thanks and you highlighted a lot of impressive share increases and significant awards internationally. I’m going to ask you also the deepwater rig contracts it had been awarded in the past quarter domestically have been the independence it’s been have and known and deep Gulf et cetera. How d you have the tubular services contracts for those rigs been awarded yet and how do you see yourself positioned on those.
Keith Mosing:
It's a mixed bag there because they haven't all been awarded but we're starting to see the same level of success as we’ve had in the past as far as market share in fact certainly from an exploration and the appraisal aspect as we move into the development phase of some of these projects with the completion equipment has more of an emphasize in value. We’ve been seeing success there we’re goes back to the quality of service and the differentiating technology. If you look on a go-forward basis the undertone has been aware is about reducing well cost. This is where our client been a likes to choose the best-in-class, someone who can actually optimize these well reduce well cost at well center and that is done by differentiating technology our whole model is predicated on well cost reductions and sustainability it can’t just be the one time application. And one good example of that is in the Gulf of Mexico recently, this is just the tail end of the Q3 was we installed 25,000 feet of casing and landings in the Gulf of Mexico with our extended reach technology that casing concluded over £2 million of casing into the well bore. And that is a significant achievement from the client and also from our sales we say didn’t protect of the clients investment as you know a deepwater well in the Gulf of Mexico can far exceed $100 million. So that type of approaches how we’re going to continue to develop that sector of the business. In addition to that, as we move into the shelf, we are on the shelf, but as we continue to develop share on the shelf and the wells get more complex in nature, it just allows us to then emphasize the technology again.
Ian Macpherson:
That’s good color thanks. And I have a couple more, but I’ll in queue.
John Walker:
Okay. Thank you.
Operator:
Thank you. Our next question comes from Ole Slorer from Morgan Stanley. Please go ahead.
Ole Slorer:
Well, thank you very much and again, echo, good results good to see you guys back on track again.
Keith Mosing:
Good morning. Thanks Ole.
Ole Slorer:
Yes, you highlight good momentum in offshore drilling and your rig count yet the headline sort of global activity numbers are pretty flat this year and let’s assume they look pretty flat into next year as well. What is it that striving your reference to increased rig count? Is it activity is a switch? We’re being a big switching from exploration and appraisal to worse development drilling at the moment. But I would imagine that might have some impact on you or is it a pure market share your rig count going up or could this clarify a little bit what you mean?
Keith Mosing:
Absolutely. So Ole, in regards to your answer to the question there as we move in from the African exploration into the development campaigns in the subsea developments, that’s where we have substantial differentiating technology that will allow us to reduce well costs. In addition to that Brazil is an opportunity for us where we just started that wiser running application that’s been in the pipeline for coming up for a year it’s taken a year for them to get to this point but we finally mobilized and that’s a multiyear contract. And that’s with the larger national down there. And that gives us a significant opportunity with that client to show the differentiated services that we can offer because we have previously been successful in Brazil, but we elected not just flood the market on a price point basis. We really held firm and our technology and we’re starting to see some traction at that point. So in answer to your question about 2015 we’re still waiting as everyone as to see where the E&P’s are going to allocate our capital, that would be in a global portfolio and having the technology on hand we should be in a good form. And to Keith’s point earlier, in the event that there is some flattening within the market, which is highly likely, we can then use our balance sheet to optimize in some of these valuations of being more realistic.
Ole Slorer:
So if there is, let’s assume, a flat market, I believe that’s completely unrealistic, but you see that as boiling out or is really cutting back on exploration drilling and the prioritizing development drilling. What is the lever on development drilling for you relative to exploration and appraisal?
Keith Mosing:
For the development, so once the well is drilled and it’s cased, the conduit’s cased, that final completion string that’s going to go in for the well production life of up to 10 to 15 years there’s a lot more focus on not just the speed and what you have to run into the wellbore and get sealed is the well integrity side. So we have a suite of technology tools that can validate the well integrity and we’ve been successful and actually talk about Norway, as I mentioned earlier, that we’ve been successful in Norway with the client there with that technology and we see more opportunity going forward there.
Ole Slorer:
And finally, if I may, we’re seeing some changes, let’s say [Libra] (ph) on managed pressure drilling and techniques that are designed to drill faster. If you move towards more managed pressure drilling offshore and deepwater in general, West Africa and Brazil, how does that impact, if at all, your business?
Keith Mosing:
Two aspects of coming further up the whole. As we go to casing drilling, we have a suite of tools with the CRT tools and those tools actually allow us to rotate the casing into the wellbore. And then as we get to the managed pressure drilling aspect of the business, the quicker that they can actually drill that bore, then the better for the client, reduction in costs and the bores will be deeper. The theory, of course, is to get deeper with the conduit larger size. And as we get there the deeper casing streams matches with the high-capacity handling tools that we have to install in the wellbore. So, from an overall evaluation perspective there is no material difference in our business and certainly not from a negative standpoint.
Ole Slorer:
Maybe positive. This is very finally, if I may, on the Eagle Ford and West Texas, very impressive growth numbers. But you historically highlighted that North American land is a mom and pop business, more fragmented, lower margins. So with those kind of growth rates now demonstrated in the U.S. land, how come and how should we think about your margin outlook as a result of a bigger percentage of pursuing lower margin business?
John Sinders:
Ole, this is John Sinders. How are you? Obviously as we expand land and we’ve expanded at a greater growth rate or a greater overall amount to offshore which we don’t anticipate that to happen, but if it were, I mean this got all of our margins so automatically our margins come down on a corporate bases. So I think what you have to do with us going forward and what we’re trying to do is what segment by segment so we can guide you towards your modeling and how to view margins in each different segment, I mean right now our margins are onshore actual better than we had expected, we are in low 30s and we have some economies scaled it rashly achieving as we’ve entered into our new marketing campaign, but I mean clearly that reduces our overall corporate margins, because our margins and then in our offshore areas of North (indiscernible) and…
Ole Slorer:
And John I’m very happy as long as you keep on writing North American landmark, it’s in the low 30s, it’s still very good margins, they are helpful, if you help, break it out going forward but I handle it thank you very much.
John Sinders:
(Indiscernible).
John Walker:
Thank you.
Operator:
Thank you the next question comes from Brad Handler from Jefferies please go ahead.
Brad Handler:
Thanks, good morning guys.
Keith Mosing:
Good morning.
Brad Handler:
A quick one maybe just to start, can you update us on deferred revenues and how that progressed in the third quarter?
Keith Mosing:
Well we, it’s a good news, bad news story, we have more differed revenues and so it’s right now in right around $77 million and that’s the bad news I guess, the good news is as you know about our differed revenues we get paid, we just can recognize income at this time some of the revenue that we’ve recognized, I mean there was in the differed revenue we will be recognized in 2015. Some of the revenue about $40 odd million is with one client and we’re working with him to find ways to recognize it earlier, but fundamentally differed revenues not that matter of thing, I mean essentially it’s partly what that business has I mean a large part of that business not the majority but a large part is clients coming in and we help them manage their pipe logistics. And because of that you are going to have differed revenue because they’re going to be getting pipe and connecters with us did they plan on taking down at a later day. So it’s not something that we are out there discouraging clients from doing as we want to business, we just want to try to manage it a little better. So that we can have more forward a better forward feel on recognition. And what we do and we started doing this sometime ago, we guide you on revenue recognition in Tubular sales that excludes deferred revenues, so we don't throw that in there. So the way we look at it deferred revenue as we – as it does get booked is almost like (Indiscernible) a little something extra that comes through.
Brad Handler:
Understand. And I guess that, I think rightly or wrongly you can steer me otherwise, I guess we're latching onto a little just thinking about. That was something about customer behavior, right. Not executing projects as quickly as they expected to or they guided to, maybe you’re going to tell me that’s probably not the right way to look at it?
John Walker:
Not exactly, no. I mean it really is – it really is a logistics function as much as anything. There certainly are changes in customer expectations on their wells and the timing of their wells and so that’s probably why they contract with us. So they have the luxury of having that flexibility. But there's nothing in it in the deferred revenue that is reflective of any drop off and drilling plans or anything of that nature. I mean, if we see something like that we’ll certainly keep you updated.
Unidentified Company Representative:
And the key thing to close in this point, Brad is that, as we’ve mentioned earlier we’ve hired a new head of tubular sales and just restructure in that that part of our business will allow us to develop efficiencies. So we’re confident in that area, it’s just going to take a little bit time and pass to going forward in confident.
Keith Mosing:
Brad, this is Keith Mosing I just want to add what John and John just said. This actually shows up on our books, now that we’re public company, but this is actually a service for our clients, we provide pipe yard and so if it doesn’t leave our yard for our facilities. We can't look it, but it’s actually a service that we’ve been doing for many, many years to take care of our client to actually he can inventory his purchases from us in-house, but now that we're public, we can't actually book it. But it’s not necessarily a bad think. And if you can add it to what we’re doing is, it’s really quite positive in the client. You know the client is eventually going to use it and when he uses it eventually we are going to do the work on it.
Brad Handler:
Right.
Keith Mosing:
So it’s not necessarily a negative think, it’s a service we’ve been proving for many, many years.
Brad Handler:
Understand, I appreciate the extra color and it does make sense. Okay,
Keith Mosing:
Thanks Brad, sure.
Brad Handler:
Maybe just a one more from me please. I recognize you’re going to give us more of a (Indiscernible) soon coming to early next year or your visibility to get that much better. But I guess I can curious about the North Sea if you can speak to it even generally, your views on where the North Sea might be headed next year. There is certainly a sluggishness in contracting for rigs, it feels as though it is poised to perhaps to take a step back next year, and I guess I’m just curious how you see that, have you improve that?
John Walker:
Sure. There is quite a substantial amount of tendering going on at the moment within the tubular services demand for Europe, and so it’s ongoing. So there’s no specific conclusion I can come to you at this point. However, the Norwegian portion of our market as we’ve identified it’s been the primary portion of our market with 40% sequential growth revenue. The contracts in Norway are long-term in nature, and yes, we’ve seen recently on deferrals from the large national there. But that has not affected us, that’s not portion of the business that we were participate in them. So as far as the remaining part of the business in the European or the Norwegian sector it’s looking optimistic for us for 50, as far as the reminding part of Europe within Holland and region in the central Europe, we know that there has always been an economic slowdown there, as well as the oil price contraction. So we’re just monitoring like everyone else, but we’re certainly not getting any much of swings in a negative form.
Brad Handler:
Okay, that’s very helpful. Thanks. I’ll turn it back.
John Walker:
Thanks Brad.
Operator:
Thank you. The next question comes from Jim Wicklund from Credit Suisse. Please go ahead.
James Wicklund:
Good morning guys. Good quarter.
John Walker:
Good morning Jim.
James Wicklund:
Good hit on the numbers. And I know again we’re not talking about 2015 particularly, but the jack-up market, I think you guys mentioned that one of the things that helped out was the shelf in the quarter, and I know that earlier this year you guys have started to staff up to make a bigger penetration in the jack-up market. Have we seen any changes in the jack-up market? I guess there has been several idled in the Gulf of Mexico, but more on a global scale. Has the outlook for the jack-up market changed in the last quarter or two?
John Walker:
As far as to get to your question we’ll start with the floater market. The floater market we’re seeing 36 rigs coming out by the end of 2015 of which 50% are still on contracted. So we’re keeping a close eye on that, in parallel with it, the larger volume uptick something in the region knows that 70 rigs in the jack-up side is going to be coming out. So the ones that we’re focused on are the higher and jack-up where we completed the most value at the well center and the well architecture. So as these rigs are being contracted we're immediately following up with the type of well architecture its happening. So we're not seeing a significant slowdown in the target market that we're approaching. Now we are seeing and hearing, of course, deferrals and slowness coming out of the shipyards. So at this point we're just not seeing a significant impact on our forward outlook.
John Sinders:
Particularly we're seeing some of the new more sophisticated jack-ups activity in the North Sea in the Norwegian sector and that's an opportunity for us actually. So overall clearly jack-up count is falling in a lot of markets and particularly, when you're looking at more conventional drilling. In the North Sea is positive right now for us at least. And the Middle East isn't doing badly either and that's a growth opportunity we're focused on for 2015.
James Wicklund:
Well. Correct me if I'm wrong, but you guys don't have a whole lot of exposure to third and fourth generation floaters in general anyway relative to the fleet and if you're going to increase your focus on jack ups now, I guess the time to be hitting the newer high spec and not having a big in trench position and lower in shallow water that's probably not bad timing. Is that a good way to look at it as a right?
John Walker:
Yeah. That’s right.
James Wicklund:
Okay. My second question if I could which business has a better margin you talk about how exploration slowing down, but it plays into your completion business. Which one would you rather do from our margin point of view?
John Walker:
We love all business and spoken like a true company guy. Probably really complex exploration wells have the highest margin.
James Wicklund:
Okay.
John Walker:
But the margin on the completion well – on completion activity it’s very strong and it’s very steady. And so the completion the nice thing about it is once you get that going and development campaign going it’s something that just almost a manufacturing type of thing. And we have some very proprietary technology.
Unidentified Company Representative:
Jim just interject, I'm sorry John. If you take a close look at the subsea wellhead manufacturers and you can see that the backlog that they have coming out and through the pipeline 2015, 2016, and that’s an indicator of the subsea well activity that will happen globally, and that's where we can create a significant about the value when the subsea wellhead driven place they are going to complete those wells and that is where we were differentiate with the completion services.
James Wicklund:
Okay. That’s very helpful. Thanks, guys. I appreciate the help.
John Walker:
Thanks, Jim.
Operator:
Thank you. The next question comes from Jeff Tillery from Tudor, Pickering, Holt. Please go ahead.
Jeff Tillery:
Hi, good morning.
Keith Mosing:
Good morning.
Jeff Tillery:
My question is really just around the international services margins. If I look back on the last quarter obviously it was hurt by some of the costs that didn't recur this quarter looks like it was helped by some of the mix of work, but should I think about those two EBITDA margins as kind of endpoints, so which reasonable over the next kind of – as we step forward kind of 38% to 46%? How should we think about the services margins internationally?
John Walker:
I mean you can absolutely look at them as goalposts. And what happened last quarter and we mentioned that we have some expenses that we incurred and wearing you would see the revenue recognition there from the following quarter. And so, that’s partly what you’re seeing here. And so, and we also mentioned kind of mentioned before that our business is a little lumpy. I mean it's not as – when you look at our business I mean, on some of the rigs that we’re on we can make $3 million, $5 million on a rig and on a job. So you’ll have expenses to gear up and it isn't always completely covered or matched in the quarter and so you can have that type of I guess overlay between one quarter and another. So I think yes, you’re right, we don’t see any reason why it should be less than $37 million, and where I think I’d be shocked if there were more than $46 million, $45 million, going forward. So between those some were – we look internally is a high 30s, low 40s that is what we expect.
Jeff Tillery:
Okay, John. Thank you for the answer. That’s all I had. Thank you.
Operator:
Thank you. We have a question from Michael LaMotte from Guggenheim. Please go ahead.
Michael LaMotte:
Thanks, good morning, guys.
John Walker:
Good morning.
Michael LaMotte:
And let me also offer my congratulations on the quarter.
John Walker:
Good morning.
Michael LaMotte:
Question for John Walker, you’ve mentioned in your prepared comments the new contracts Nigeria and Angola. I know that, there’ve been some chatter in the market increased competition in West Africa with obviously some of your bigger competitors now back in active the net market. Can you comment on the competitive landscape there and perhaps the impact on pricing as it pertains to that new work?
John Walker:
So a little bit of color on that one in regard to the Southern Part of West Africa, example June exploration phase one the market start sub. So we have differentiated technology that we developed in the Gulf of Mexico and subsequently admitted to West Africa in the lower portion. When the tenders come out and we go into development phase, it became very clear that we have differentiated technology that would reduce their well cost. So it was a lot easier for us to justify the difference in price to the client. So we’d be successful in that domain on multiple occasions throughout this year. Regarding exploration there was a flurry of activity in the North and Northwest portion of Africa with a mixed bag of results some not so good and then good potential for 2015. And in that area there was a little bit of price point push we’ve reacted to it its natural, but we now subsequently secure the contracts, and then we will and explain to know about there is a better way to do it. There is a more cost effective way to do it. And that’s offering our differentiating technology again. So we’ve been successful this year applying that methodology and we’ll just continue to focus on that market.
Michael LaMotte:
That’s great color. Thank you. I’ve also noticed that over the last three or four quarters there’s more discussion about the tools in the tool portfolio. Just curious on as we looked out over the next 12 months or so is that trend going to continue? Do have new technologies and tools that will be rolling out over the next year?
John Walker:
Yes, we continue with our research and development group developing the technology. And I don’t actually have the number at hand, but we happy to talk to you off-line about the patents. The general numbers are 250 patents globally, and patent portfolio is still strong. It’s not that there is depletion in the near-term. We actually keep on adding patents and patent applications to that portfolio. So from a health standpoint and a competitive advantage, again, we feel confident in the area.
Michael LaMotte:
And in terms of the revenue impact we see both obviously on the equipment side, but the pull-through and in terms of contract wins, just as you described in it was Africa correct?
John Walker:
Correct.
Michael LaMotte:
All right. Thank you.
John Walker:
Thank you.
Operator:
Thank you. The next question comes from Georg Venturatos from Johnson Rice. Please go ahead.
Georg P. Venturatos:
Hi, good morning, guys.
John Walker:
Good morning, George.
Georg P. Venturatos:
Just had a couple follow-up questions on the jack-up opportunity that obviously you all have discussed. Just wanted to see if you could provide us an update on where you are from a market share perspective. I believe you’ve talked about kind of low teens most recently, and then given the new build supply that’s coming online that (indiscernible) is in your wheelhouse on the high spec side where you would anticipate that potential market share going over the next couple of years.
John Walker:
You know in jack-upside – we really don’t have any better market share numbers than we gave you last quarter, we're still somewhere right in the low to mid-teens. And that’s going to take time to move up. On the floaters start of the market we've really been reluctant and it never given precise market share and probably won't do that now either. But we see it increasing what’s leave it that’s and especially on the completion side.
Georg P. Venturatos:
Okay, and then just a follow up on that, in term of margin profile within jack-up work first, which you’re doing deepwater floater side how do those of those at (indiscernible) expectations to those comparing overtime?
John Walker:
That means, it really the problem with jack-ups is that you have all kinds of different work on jack-ups. I mean on some of the simpler jack-ups or smaller jack-ups, we might do hammer work or some of the more sophisticated and newer jack-ups that you see in the North Sea, you’re going to have more sophisticated drilling parts of, even in some shallow water jack-up in Gulf of Mexico, if you are doing (indiscernible) area or something like that. So is really hard to generalize, I mean, by and large it's lower margin within our floaters. But to put one number on it's just not fungible, the opportunities varied tremendously, I know that doesn’t help you George, but as we get a larger number and market share will start to see some trends that we could probably call out or and identify for using to help on your modeling, but right now, anything I would give you would be misleading.
Georg P. Venturatos:
All right. I appreciate that, understood. Thanks for the answer John.
John Walker:
Sure.
Operator:
Thank you. We have a question from Mark Brown from Global Hunter Securities. Please go ahead.
Mark Brown:
Hi, guys. I was wondering – congratulations on the U.S. land growth and it seems like you've made a huge amount of progress in that business. I was wondering how broad-base is the growth you called out the Permian and Eagle Ford specifically. But is that – are you targeting certain markets to focus your resources or is that fairly broad-based in terms of your new strategy?
John Walker:
So as I would answer that question, simply it's broad-based. We appointed this single head later on in this year we consolidated our sales efforts and we came up with targets and are proud at the sales team. The sales team of executed the plan and our operations team has followed behind it and maintained the market share. We don’t see there should be no significant reason as to why we’d have contraction in that area, but as we mentioned it’s going to be flat in that area for Q4 and the rationale behind that is we’re going to have some stair stepping going on. We can’t just all of a sudden just see continual compounded growth there. So we’re going to stair step our market share penetration and things are looking optimistic in that segment.
Mark Brown:
Okay, thank you. I just wanted to ask, you called out in the prepared remarks your Fluid Grip automated tong for a large IOC in the North Sea, and I was just wondering if there was – what was the significance of calling that out and highlighting that? Is that kind of a new version of the technology or is it just a new market or new customer? I don’t know if you have any color that you could provide?
John Walker:
Sure. It’s a slightly new version of the technology where it has higher capacities and it can attract a wider array of tubular. Now without getting into the technicalities of it, the value that it creates as they should extend the well production life due to mitigation on the corrosion aspect of the tube. So that was the reason we brought it out, it’s a complete differentiated technology unique to our Company. We certainly have had it in different markets for over 10 years. However, we’ve revitalized that product and we have a new marketing campaign going forward.
Mark Brown:
All right. Last question for me it’s just in the Gulf of Mexico. Is there any potential for catch-up work in Q4 in the Gulf given once those rigs that were down come back online? Any chance that the customers will accelerate the work in the Gulf?
John Walker:
An interesting question there, because I talked to our U.S. Gulf of Mexico leadership team and they came back and I asked that exact same question, and they said. Well, it’s not like a haircut. You don’t have two in the quarter, you just have one and if the work has slipped because of weather, it’s slipped. It doesn’t go away, it just slipped. So as a result of that allowed us to penetrate additional markets in the completion side of the business and also the shelf and that offset and we’re pleased with our numbers.
Mark Brown:
Well. That makes sense. Thank you. Great quarter.
John Walker:
Thank you.
Operator:
Thank you. We have a question from Tom Curran from FBR Capital Markets. Please go ahead.
Tom Curran:
Good morning, guys. Thanks for passing me the mike. Very helpful Q&A so far. I guess returning to the North Sea, first, for Norway, could you clarify how much market share gain, if any, contributed to the 40% sequential increase in revenue? And then on the UK side, I know that’s been a long-time opportunity for greater market penetration, is that dependent, to any degree, on either the floater or jack-up side or specific customers? And What I’m trying to nail down is depending on how the UK market evolves, will that determine the potential opportunity for share gain in 2015?
John Walker:
So we don’t actually breakout the market share by region for the markets, but as far as the European sector as a whole, Norway is the number one sector of the market for us. As far as the UK is concerned, there’s a substantial amount of tenders that are on going right now. And there’s a possibility that we would secure some of that business. We’re only approaching that business on the basis of what value it would create for the client and where the margin would be for ourselves. So we’re just not going to drop the price point on that to penetrate the market. So it’s difficult for us to really articulate at this point as to what the conclusion will be. If the market grows in the UK sector, we would expect to have a small addition to it, but by no means is there going to be a significant material change from what we’ve guided for Q4 and then in 2015. As I say, we’ll guide for 2015 in the Q4 call.
Tom Curran:
All right Thanks for that, John. And just a clarification, the tenders you’ve referenced a couple of times now, are those primarily for floaters, for jack-ups, combination?
John Walker:
It’s actually interesting. It’s floaters, but there is also some platform work as a lot of mature platforms that are looking for some stimulation, well intervention and stimulation, and there’s actually some platform work looking for abandonment. So they’re actually abandoning the platforms. So all those portions of the business is a tubular opportunity for us and that’s generally where the tendering process is around at the moment.
Tom Curran:
Okay. And then turning to the Gulf of Mexico, I know when it comes to the mix of your revenues by job stage; you’ve been focused on growing the portion you derive from the most lucrative production stream installation phase. Could you give us a sense of where you are at with that effort? In other words, a rough idea of what it contributed to revenues in 3Q versus a year-ago.
John Walker:
We really don’t break that out. Let’s – we can’t say this – the renewed focus on completion work with our proprietary technology has – we haven’t seen an increase in market share everywhere we’ve done that and pushed it. And that’s about as much as we would want to go into.
Tom Curran:
Okay. My last one, I guess, is a jump ball, but could you just provide us with an update on how the acquisition prospects pipeline has evolved since the last call?
John Walker:
Yes. I mean it’s moving on. I mean the one good thing about some of the other stock prices coming in and is that – I mean our balance sheet is perfect. And Keith loves to buy things when markets are little more in disarray and so do I because the chance for companies to go public and to do leverage recaps and all of that type of stuff that keeps – pushes up their value, it doesn't exist right now. So we are the liquidity source. And I would think that we are going to have we could see an increase in acquisition activity, but we haven’t done any so even one would be an increase, but I think we can see an increase in the next year.
Tom Curran:
I'm sorry go ahead.
John Walker:
Just keep moving, I'm sorry. It’s not like we are not looking and John and I have reviewed several but we just feel that the margins are a little bit too high right now. But we are always ready and we are always looking for opportunities, I can assure you that.
Tom Curran:
All right. Thanks for the answers guys. I appreciate it.
John Walker:
Thanks, Tom.
Tom Curran:
Thanks.
Operator:
Thank you. We have a question from Ian Macpherson from Simmons. Please, go ahead.
Ian Macpherson:
Hi, thanks for taking my follow-up late in the call. I just have a couple of nitpicky ones on the fourth quarter or the implied fourth quarter guidance, John, I think you did reaffirm that you're looking for your land revenues to be flat to down. So, your guidance for full-year to be down 10%, that looks like it's too low, correct, if you're flat to down, the year should be down 4% or 5%? Just want to confirm that.
John Walker:
Your math is correct. On the other hand, we really our – the fourth quarter is a seasonally weak quarter on onshore.
Ian Macpherson:
Yes.
John Walker:
And so we really don’t want to update our guidance, but I mean the math that you are coming out is correct.
Ian Macpherson:
Okay.
John Walker:
So what you can add up everything we gave you and come up with what we've guided for the full year.
Ian Macpherson:
Sure.
John Walker:
Because onshore has been stronger to date. And so therefore it doesn't foot.
Ian Macpherson:
John, thanks. The more important curiosity I had, really, was your EBITDA guidance, 37% to 39%. I think you were at 39.1% in the first three orders. Could you instruct us whether there is something particular in fourth quarter that could skew down into the midpoint of that range?
John Walker:
Not really I mean what we could see and this is why we try to get the ranges is could we end up with some extra expense internationally as it’s growing and we are having to move things and like we had before yes, that could happen to us. And that’s primarily where it happens is in some of our – in our stronger African and Middle Eastern markets. And so that’s why we give the range.
Ian Macpherson:
I understand. Thanks a lot.
Unidentified Company Representative:
Thank you.
John Walker:
Thanks, Ian.
Operator:
Thank you. I’m sorry, we have no further questions at this time.
Keith Mosing:
Okay. This is Keith Mosing. And I just wanted to thank everybody for their interest in falling along with Franks. Let everybody know that even though we’ve only been public now for a little over year 14 months. We’ve been in business servicing this industry for over the last 76 years. We are very pleased with our revenues. We are very pleased with our growth. And also, our future looks really, really bright and we are a strong company. And no matter whether the markets up or down. I think we'll prevail just like we always have. And so, again I want to thank everybody for their support and interest. Thank you.
Operator:
Thank you, ladies and gentlemen. This concludes today's conference. Thank you for participating. You may now disconnect.
Operator:
Good morning. My name is Christy and I'll be your conference operator today. At this time, I would like to welcome everyone to the Frank's International Second Quarter Earnings Call. All lines have been placed on mute to prevent any background noise. After the speakers remarks there will be a question-and-answer session. (Operator Instructions). Thank you. I will now turn the call over to Thomas Dunavant. Please go ahead.
Thomas Dunavant:
Good morning, everyone. And welcome to Frank's International's conference call to discuss second quarter earnings. I am Thomas Dunavant, Manager of Finance and Investor Relations. Joining me on our call are Keith Mosing, Chairman, President and Chief Executive Officer; John Walker, Executive Vice President of Operations; and John Sinders, Executive Vice President of Administration and Interim CFO. Keith will begin today's call with general highlights, John Walker will provide an overview of our operations and John Sinders will provide a review of our results and outlook. Keith will then provide some closing comments. Before we begin commenting on second quarter results, there are few legal items that we would like to cover. First, remarks and answers to questions by the company representatives on today's call may refer to or contain forward-looking segments. Such remarks or answers are subject to risk and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements and such statements speak only as of today's date or if different as of the date specified. The company assumes no responsibility to update any forward-looking statements as of any future date. The company has issued in its SEC filings cautionary language identifying important factors that could cause actual results to be materially different from those set forth in any forward-looking statements. A more complete discussion of these risks is included in the company's SEC filings which maybe access on the SEC’s website or on our website at www.franksinternational.com. Also you may access both the second quarter earnings press release and a replay of this call on our website. Please note that any non-GAAP financial measures discussed during this call are defined and reconciled to the most directly comparable GAAP financial measure in the second quarter 2014 earnings release, which was issued by the company yesterday and is available on our website. I will now turn the call over to Keith for his comments.
Keith Mosing:
Thank you, Thomas. Looking at the second quarter, our results were mixed our continued strong growth in international services and a recovery in our U.S. land business was offset by weaknesses in our Tubular Sales and rig related delays in the Gulf of Mexico. The good news is that we believe our U.S. land based business has stopped declining we have had sequential growth in May and June and anticipate sequential growth for the rest of the year. Internationally we were awarded several key contracts in Q2, including in West Africa and the Middle East. Across the globe our customers continue to rely on Frank’s to provide their Tubular services for the most demanding projects. In the second quarter we continue to be selected by our customers to provide service to them around the world. As an example we were able to mobilize in West Africa for a customer with only three weeks notice. Competitor advice the customer that they did not have the right technology to provide efficient services on a new generation rig. Frank’s is a company came together to mobilize and successfully provide the tubular running services. This short notice mobilization provided us another opportunity to showcase our people and services. This type of customer centric activity happens around the world at Frank’s everyday. Shortly John Sinders will provide details of our 2014 expectations. But I want to let you know that I am excited about the opportunities we are pursuing and have secured for our 2015 and 2016. Lastly, I’m pleased to announce that we have doubled our quarterly dividend to $0.15 per share. Our tremendous free cash flow positions us to return cash to shareholders while continuing to pursue growth opportunities globally, both organically and through acquisitions. I will now turn the call over to John Walker and John Sinders for their comments before providing my closing comments.
John Walker:
Thank you, Keith. While our results for the quarter were mixed, we have a number of reasons to be optimistic about the future. We continue to be positive about our growth prospects in the international markets. In the second quarter, we were awarded two new contracts in Angola. This work is for exploration campaigns of pre-sold blocks with two large independents. One contract is for 18 months, while the other is for 24 months. These contracts show the operators are continuing to place trust in Frank’s expertise in the challenging pre-sold wells within the region. This also positions Frank’s well for the probably development activity associated with the exploration campaigns. Elsewhere around the world, we’ve had several key contract wins in Australia, Western Canada and the Caspian Sea. In the Middle East, I’m happy to announce that we continued to increase our opportunities in the region and have been awarded integrated project contracts with two global service companies. This will position us well to grow both on and offshore in the Middle East going forward. In the Gulf of Mexico, we continued to win contracts for work through 2014 and into 2015. One of these contracts were recently won with an existing customer and includes activity on potentially for drillships and the spot platform. The terms of this contract covers work for three years. There are currently 40 floating rigs working in the Gulf of Mexico. We have witnessed continued delays and unscheduled maintenance along with delays in new rigs entering the region which was not in our initial guidance. However, given the opportunity we have, we still believe we will grow at least 10% for the year. We believe our U.S. land business has bottomed and we have sequential improvements in May and June which gives us encouragement for the second half of the year. Unfortunately the slow start to the year and the slow pace of our growth has hampered our outlook for 2014. We now expect revenue to decline 10% versus the previous expectation of 5% decline. We have changed our strategy during the first half of 2014 and adjusted our pricing and margin expectation as well as committed to increase capital expenditures to deliver revenue growth within the market. We now expect this business to deliver high 20% to 30% EBITDA margins versus the previous target of 35% EBITDA margin. Our results for this quarter show the success of this revised strategy. Lastly, our Tubular Sales quarterly results continued to be impacted by the timing of customer projects. Our deferred revenue increased $7.2 million for the first quarter to $69 million as of June 30th. We continue to work with our customers to deliver the pipe and reduce our deferred revenue balance. From a balance sheet perspective we have implemented new inventory controls which include senior management approval for new pipe and connector orders to ensure we reduce current inventory levels as quickly as possible. Turning now to our business segment results. Our International Services revenue for external sales increased 7% year-over-year and 9% sequentially to $129 million. West Africa, Europe, Latin America and the Middle East and Canada all have sequential growth. Year-over-year revenue growth was driven by West Africa, Europe, Canada and the Middle East. Adjusted EBITDA margin for international services in the second quarter was 38% of external sales. The EBITDA margin were negatively impacted by increased labor and mobilization cost and the timing of the associated revenue. The increase in mobilization costs is related to positioning of equipment for upcoming projects. Moving to U.S. services. Revenue for external sales increased 2% sequentially and was down 9% year-over-year to $106 million. Within our U.S. services segment, our Gulf of Mexico business unit declined 2% sequentially and 6% year-over-year. Year-over-year results for the Gulf of Mexico were negatively impacted by strong results in the second quarter of 2013 after the region was shutdown in the first quarter of '13 due to lower marine riser bolt issues. As mentioned previously, we believe the land portion of our U.S. business has broadened. Revenue for the second quarter increased 9% sequentially to $39 million. Year-over-year results were down 14%. Adjusted EBITDA margin for the U.S. services in the second quarter was 43% for external sales. Lastly, Tubular Sales revenue for external sales in the second quarter was $38 million, this was down 10% sequentially and 33% year-over-year. While we continue to believe there are growth opportunities for this segment, quarterly results and period over period comparisons are greater impacted by the timing of deliveries to customers? Adjusted EBITDA margin for the tubular sales in the second quarter was 25% of external sales. With that, let me turn over to John Sinders to review our financial results for the quarter and outlook for the year.
John Sinders:
Thank you, John. On our CFO search, we continue to look for a candidate that will provide public company experience and are committed to finding an excellent candidate quickly. We'd like to thank Mark Margavio for years of service to the company and Mark has agreed to stay on Board to assist with the transition to a new CFO. Second, I'm pleased to announce that we've doubled our dividend, the Board of Supervisory Directors declared a dividend of $0.15 per common share per quarter subject to applicable Dutch withholding taxes for the record date of August 29 with payment on September 19. As we look at our free cash flow generation along with our CapEx needs and acquisition opportunities, we decided to increase the amount of capital we’ll return to shareholders. We've always maintained that we cannot find ideally suited acquisition, we’d rather return cash to our shareholders. Our expectation is to maintain this dividend and we will consider special dividends or increases as wanted. We believe that this dividend can be maintained out of net of free cash flow. We continue to evaluate acquisition opportunities, both large and small and we expect to find any acquisitions with cash on hand or external financing if necessary. Before I begin with an overview of our second quarter results, I want to discuss some additional expense recognized in the quarter. We’ve recognized the acceleration of share-based compensation expense related to restricted stock units, granted at the time of IPO. Initially these RSUs were amortized on the same schedules are investing, but after implementing new controls of our own and granting an expensing of our issues, the expense recognition has been accelerated due to certain retirement provisions. This has resulted in an 8 million out-of-period non-cash expense and 3 million of additional in period non-cash expense compared to our previous expectations. Total share based compensation expense for the quarter was $15.3 million or $0.07 per diluted share. For the remainder of the year we expect between 8.5 million and 9 million in share based compensation expense per quarter as compared to our previous guidance of 5 million, amortization of this expense was steadily decreased during 2015. Note that overall share based compensation expenses not change, these onetime RSUs were granted in connection with our IPO. Ongoing share based compensation will be significantly less. Now turning to our results for the second quarter, total revenue for the quarter was 273 million, a 3% increase sequentially and 7% decline year-over-year. Net income for the second quarter was 50 million with net income attributable to Frank’s international N.V. up $35 million or $0.23 per share. Diluted net income which (inaudible) and assume tax impact of conversion of preferred shares was $47 million also $0.23 per diluted share. Comparison of net income and EPS to the prior year is not representative as the company was private in the second quarter of 2013. A full reconciliation of our EPS calculations is included in our press release. Turning to EBITDA. Our adjusted EBITDA for the quarter was 103 million or 38% of revenue. On June 30th we had 444 million in cash and essentially no debt on our balance sheet. Our CapEx spending for the first half of 2014 was 78 million. Due to delays in building of new facilities and less pending on rental equipment we have decreased our expectation for 2014. We now expect CapEx for the year to be approximately 190 million versus our original budget of 250 million. We are also adjusting our guidance slightly from our previous expectations. We continue to expect both our international service segment and the offshore portion of our U.S. services segment to grow at least 10% for the full year. This growth is broadly in line with the growth in the rig count. We also continue to expect Tubular Sales to grow revenues at 4%. However we now expect the onshore portion of our U.S. segment to be down 10% year-over-year. As John Walker mentioned, we had sequential improvement in quarter two and have confidence that our revised strategy will drive improvement throughout the rest of the year. Lastly, we expect total company adjusted EBITDA margin to be between 37% and 39%. This is a decrease from our previous expectation is due to increased expenses and lower margin expectations for our U.S. land business. For the third quarter, we expect our revenue to be between 270 million and 280 million. I'll now turn the call back over to Keith for some final comments before we open up the call to Q&A.
Keith Mosing:
Thank you John. As we approach the one year mark of being a public company, I'm very pleased with the progress that we have made. And I'm very optimistic about the direction we are heading as a public company. Frank's has continued to add a lot of new talent, who are complimenting are already taught much team. All of those together are working hard every day to make Frank's a stronger company. We are innovating and designing new equipment, finding ways to provide better service to our customers. And we are improving our reporting to provide more transparency to our investors. All of this is what makes Frank's a great company that it is today. Thank you for your continued interest and support. We will now open up the call to your questions.
Operator:
Thank you. (Operator Instructions). And your first question comes from Ian Macpherson of Simmons.
Keith Mosing:
Good morning, Ian.
Operator:
Ian, your line is open. Your next question comes from Daniel Burke of Johnson Rice.
Daniel Burke:
Good morning guys.
Keith Mosing:
Good morning Daniel.
Thomas Dunavant:
Hi Daniel.
Daniel Burke:
With regard to the top-line guidance, could you guys address perhaps a little bit the outlook into Q4? I guess the portion of that uptick looks to be likely the Tubular Services business, but it seems like the U.S. business, the U.S. offshore business backloads into Q4, is that based upon current visibility? How do we think about that?
Keith Mosing:
Yes, it is based upon current visibility. I mean, we’re looking at five more rigs coming into the Gulf of Mexico in Q3 and Q4 and we have -- we’re well positioned on those rigs. And remember, the work we do in offshore, I mean it comes in sizable plums. So I mean it does have a meaningful impact. So, we’re anticipating favorable results, favorable improvements in the third quarter but more importantly in the fourth quarter. Clearly, also on the Tubular Sales side, we’ve been working on our deferred revenue issue, on hold issue and we’re close to coming to a solution that’s going to allow us working with our client to begin to recognize some of that revenue.
Daniel Burke:
Okay. That’s helpful. And then John Sinders, it sounded like in your comments on the adjustment to the margin guide that that essentially reflects the reality of the first half results and a lower base line for U.S. land. But I guess I just wanted to get comments on the outlook for margins on the international side of the business. They’ve drifted lower potentially in Q2 for good reason looking forward. But I mean can that still be a mid 40% business?
John Walker:
Sure. Good morning, Daniel. This is John Walker. Absolutely, we continue to be optimistic on international business. We well diversify from a location basis. And it’s business as usual. When you see the compression in Q2 there with, from an EBITDA perspective, that’s simply a timing issue, as I mentioned earlier in the call related to mobilization and fair charges. The associated costs are based on longer term contracts, as you are aware international tends to enter into our business longer term contracts. And we see, and reasonably optimistic that we're going to be in the 40%, around the 40% EBITDA margin. That's being said, remember we manage the company on a long term basis and we’re looking well into ‘15 and putting G&A into the company right now from a headcount basis as the more long-term outlook that will allow us to continue to grow as we diversify not just from the location but from the sector basis. So the deepwater sector basis, as we move into the jack-up side of the business, I think it was mentioned earlier in the week that those are significantly new jack-ups coming out in ‘14 moving into ’15; 60 I think this year, 59 on contracted. Well, this will give us an opportunity to further penetration in that market because currently our penetration is in the teens. So there absolutely no reason that we can’t have further penetration in that market going forward.
Keith Mosing:
I mean Daniel, when you look at our different geographies internationally, our EBITDA margins haven't deteriorated. So, it's not reflecting pricing pressure. What you're seeing as John said, we are ramping up for expected expansion in several new and existing geographic areas and also for growth in different asset classes. So inevitably when that happens, you're going to have the incurrence of expenses before you have the recognition of revenue. And again, we don’t try to manage for hitting a certain EBITDA margin on an aggregate basis, we manage each our business to be as profitable as possible and to hit return guidelines on each business. And so therefore, you’re going to have when we’re in a high growth mode, you’re going to have some front loading of expenses.
Daniel Burke:
Okay, that's helpful. So to summarize what I think I heard both you all say, the international business still presents the opportunity to reach mid 40% margins. But in the interim here as you load for the opportunity set, something closer to a 40% level is what we're more likely to see, is that a fair way to synthesize that?
Keith Mosing:
I would say, yes, summarize, yes, I’d agree with that. As I say, we’re managing for the longer term. So, I agree with that.
Daniel Burke:
Okay. Guys thanks for the comments, I appreciate it.
Keith Mosing:
Thank you.
Operator:
Thank you. Our next question is coming from Jim Wicklund of Credit Suisse.
Jim Wicklund:
Good morning, guys.
Keith Mosing:
Good morning, Jim.
John Walker:
Good morning, Jim.
Jim Wicklund:
I understand managing for the longer term. But I'm just curious the mob charges, you increased revenues in international by $11 million and EBITDA went down by a couple of million, where are these projects mobilizing? And looking at your revenue guidance, I guess those revenues based on that mobilization don't kick until sometime next year I guess.
John Sinders:
The combination, so the initial expenses you've seen in the early part of the quarter was related to West Africa, West Africa and a part of East Africa. So we have long-term contracts in that part of the world. As far as Asia Pac is concerned, we had some mobilization fees there, but we also have embarked upon additional G&A related to headcount. So it’s a combination of headcount and mobilization fees. So as John alluded to earlier, we are focusing our efforts into a slightly different sector which has not been the primary focus up to this point and being the jack-up business, that’s not losing our focus on our primary technology set, but we are gearing up for future growth and obviously takes headcount to do that and G&A.
John Walker:
For the guidance we are being conservative I mean until we don’t want to be in a position of having to revise guidance again, and so what we have done is we’ve picked a conservative number that we are comfortable we can live with in and it’s going to be driven largely by what type of expenses we incur as we get new contracts in different international regions and what type of expenses we incur as we grow domestically. We don’t have a crystal ball going forward on exactly what that will be. So that’s why we came in and lowered the guidance on the overall EBITDA margins.
Jim Wicklund:
Well I appreciate the conservative nature John but you all have missed four quarters in a row. And so the Street is kind of wondering, when the conservative guidance actually is guidance that gets hit. And I look at your G&A and I understand John you are talking about gearing up especially in Asia for jack-ups but you have got $12 million, $13 million sequential increase in G&A, is that all people?
John Sinders:
It's 10.5 as the RSUs.
Jim Wicklund:
Okay. What should we expect the RSUs total to be in 2015?
John Sinders:
2015, it will start off at around $9 million and trend down to $2 million by the fourth quarter. Our runrate RSU amount for normal compensation, after we've amortized the IPO bonuses should be around $4 million bucks a quarter.
Jim Wicklund:
Okay. From $9 million to $2 million to through next year, and then $4 million a quarter then on?
John Sinders:
Yes. And 2 -- I mean is as some of our new awards come out at year end, it could be, I mean my guess would be an expectation as it'd be higher than 2. 2 would be what you would see remaining from the IPO. So, I would think for the quarter you are going to be closer 4 or 5, in an aggregate amount.
Jim Wicklund:
Okay. John you went through a litany of places globally where business sequentially picked up in the second quarter. Were there any geographic regions or any specific areas where you saw business revenues at least decline?
John Walker:
Yes. Latin America, if we look at what we talked about from the beginning of the year, and then there is a lot of optimism around the Eastern Hemisphere. We have got business plan in strategy to get out for the U.S. land, but sticking with international, Latin America has been disappointing for us to this point for the first half of the year. We've declines, substantial declines in Brazil for the large independent or integrated suspended operations and moved the rigs actually to the Gulf of Mexico, by the way we secured that business when it moved. But you can imagine the churns at time you from moving those rigs from Brazil in to Gulf. Pdvsa, we continue to work at reduced levels with Pdvsa in line with the payment terms. So that had a result and factor in it. But the optimism of Latin America going forward we just secured and actually operating it right now an independent offshore Columbia that’s a first in the deepwater. We just secured for an international and large independent in Brazil a three year contract that is just starting for us. So to summarizing Latin America, we see Latin America’s second half increasing around about 40% over what the first half is, but the first half has no doubt been disappointing. And I think if we summarize the overall results between tubular sales, deferred revenue we see Latin America being down in a year-over-year basis and the decline in the early part of the U.S. land has offset all the optimistic growth that we had in the rest of the business. But that said, we have a business plan for each segment of it and the company will continue to be more efficient and we will penetrate the business at higher levels going forward. I am very sure of that.
Jim Wicklund:
Okay. John that’s helpful. If I could ask one final question, on U.S. onshore you talked about realigning assets, business has starting to pick up, margins are going to be lower than expected, have we decided to go after market share and revenue growth rather than protect price and margins, is that the strategy shift that’s causing the U.S. see revenue increase with margins flat all that?
John Walker:
The strategy on our one Jim is, our focus was in the deepwater arena no doubt about it and we somewhat lost our focus on the U.S. land. And when we appointed the new leader in Q1, then we’ve got a business development team in place and consolidated four business units to one. We have over 2 dozen locations around U.S. and we’ve talked about efficiency drivers within utilization of asset which is now happening. There will be simplistically locations it would be not operating the (inaudible) of asset but there will be surplus asset as well. So the efficiency drivers been done there. Headcount also has been consolidated. So we have had some relax issuing on pricing and that was the strategy we decided to penetrate more to the market. But for example the Permian Basin opening up a very small portion of that market and we have a huge opportunity to penetrate that market. And we've identified five key targets in the U.S. and we have a business strategy that we're going to implement. And again, I am very confident it will happen on a go forward basis. The thing is it is just going to take time. Q2, early Q2 is when this strategy started rolling out. And as you can see sequentially May and June, month over month was growth. And I see no reason why we don't continue going that path going forward.
Jim Wicklund:
Okay, John. Thank you very much.
John Walker:
Thanks Jim.
Keith Mosing:
Thanks Jim.
Operator:
Thank you. Your next question comes from Jeff Tillery of Tudor, Pickering, Holt.
Jeff Tillery:
Hi. Good morning guys.
Keith Mosing:
Good morning.
Thomas Dunavant:
Good morning.
Jeff Tillery:
On the revenue progression just to make sure I understand the moving parts kind of Q3 and Q4 it seems like we're looking at double-digit revenue growth sequentially in the fourth quarter. It sounds like there is contributors from all three major segments so double mix coverage being added Latin American improving internationally and then some of the deferred revenues from Tubulars going forward? Am I thinking about the pieces all right in terms of driving that sort of magnitude of increase?
John Walker:
I think particularly on the Gulf of Mexico and the Tubulars. I mean there is pick up. We do have pick up also in Latin America, but particularly those two are what we're looking for. But we also think and we haven't really included, it, we're going to continue to have some pick up in land. I mean it's not going to offset the declines in the first part of the year fully, but it's definitely going to start to show some pickup too.
Jeff Tillery:
That's helpful John, thank you. On the CapEx, full year CapEx reduction of the $60 million change about how much is facilities versus tools. And furthermore are we seeing kind of this classified in the global deepwater market that’s reflected in the lower CapEx number or is this the company specifications driving?
John Walker:
No, it's 50 million facilities, 10 million tools. And the tool breaks down into two ways. We're going to be adding some equipment in the U.S. onshore. And then around the world we actually have better efficiency. One other things, we've been working on as a company is to increase our utilization of our existing asset base and we're starting to see the benefits of that. So that decline in CapEx on equipment of around 20 million for the year reflects better utilization of existing equipment. We will add 10 back and probably in the U.S. onshore so that would be a net decline on 10 on rental equipment and a decline in 15 on facilities. And that's more of a deferral, it's taking time to get some of the permitting and other things we need in some parts in the world particularly, United States to grow out our facilities.
Jeff Tillery:
Good. Alright. Thank you very much.
Operator:
Thank you. Your next question comes from the line of Ian Macpherson of Simmons.
Ian Macpherson:
Hi, thanks. I'm sorry my mute button betrayed me on the first try. With regard to the new strategy for onshore, how do you think that might impact your revenue mix for the U.S. business going forward you've been at 35% to 36% of domestic revenues from land in the first half? Do you foresee the growth opportunity in the Permian and elsewhere coupled with your more aggressive strategy taking that mix materially higher or as land outgrows deepwater Gulf of Mexico?
John Walker:
No, it certainly won’t grow -- well, from a percentage wise yes, could, but say from a absolute number, won’t grow. Ian it’s all more on the consolidation of the revenue mix globally because the Tubular Sales obviously has a slightly lower margin relative to the services side internationally and U.S. base. So, I would say from a forward-looking basis, it will be consistent with what’s been guided to this point. It’s just with the U.S. business offshore has been flat to this point as you know because of rates and then also the new rigs coming into the market of [injured] operational issues related to some weather, some to do current offshore and some to do with just system integration testing as they actually drill the first one or two holes. We see the efficiencies will improve in the Gulf over time. Regarding the U.S. land business, again it goes back to utilization of asset, headcount and equipment asset, and optimism in that portion of the business, I would just say for guidance purposes, as we previously guided.
Ian Macpherson:
Okay…
Keith Mosing:
We are optimistic on the U.S. land and its tremendous opportunity but we are in the early days of John’s implementation of our strategy and we are seeing promising results but it’s too early to really to guide you in a more meaningful fashion.
Ian Macpherson:
Fair enough. And John Sinders, can I also just ask you to just as a follow-up on the RSUs, can you give us the total G&A guidance for the next two, three quarters including the additional step up?
John Sinders:
24% of revenue.
Ian Macpherson:
Okay. And that would apply through Q1 and then ramping down after Q1 of ‘15?
John Sinders:
That's correct.
Ian Macpherson:
Okay. And then lastly on the CapEx, you said 50 of the revision was for facilities, is that canceled or pushed into next year?
John Sinders:
Pushed into next year.
Keith Mosing:
Pushed in next year. Yes sure.
Ian Macpherson:
Got it. Thank you.
Keith Mosing:
Thanks Ian.
Operator:
(Operator Instructions). Your next question comes from Angie Sedita of UBS.
Angie Sedita:
Thanks. Good morning guys.
Keith Mosing:
Good morning.
Angie Sedita:
So, on the high spec jack-up market, what is your confidence there that you could gain or grow your market share to the same level as what you have in the deepwater? What would be the challenges? And can you achieve the same market share that you have in the deepwater or do you want to?
John Walker:
It’s very possible. For example, I think as you mentioned earlier on in the week, the 64 new jack-ups coming over 59 being unspecified. The new jack-ups are similarly the higher capacity ones or similar in design to be 6th gen and essential automation within the jack-up. And that allows us a differentiator from technology basis with [assets] that will be equipment, Wi-Fi technology et cetera, et cetera. So there is absolutely an ability to penetrate there and of course we have a global platform. So, no barriers to entry technically, there is no barriers to entry logistically, the headcount which we talked about with from an G&A earlier, that's something we have to embrace and we are embracing it. It’s just going to take some time because we’ve had a significant amount of growth pre-IPO and we still had single-digit growth last year but the jackup market is definitely a market for penetration. And I think I talked about this earlier but in the North Sea, we secured two long-term contracts out of the Norwegian sector for two large independent and their long-term contracts, three years plus two one year options and that’s on the high spec jackups. So, we focused on both for the high-end portion of the business on jackups but as we saturate through that and as we still got some room for movement there then we will move into the different sectors.
Angie Sedita:
Okay, thanks. And then is the Middle East award also the offshore high spec jackup market well, I know you talked about onshore and offshore there?
John Walker:
Yes. We’ve got success through integrated project management scopes with the two largest [IPN] companies out there in the quarter. We secured business offshore and onshore for them. So, I am actually heading over to the Middle East in two weeks and I am going to be looking at that model in a lot more detail. And there is -- Middle East has got a lot of opportunities for us in ‘15.
Angie Sedita:
And then John Walker is you think about 2015 very early but if you think about 2015 and what we’re seeing in the deepwater markets, fairly sluggish and delays and slowing of at least near-term intermediate term demand, do you think, it’s up to me that would lead me to believe the revenue growth in ‘15 year-over-year is in deepwater very likely high single-digits for you. Do you think the growth and the entry into the jackup market Southeast Asia et cetera could be enough to keep you in a double-digit revenue growth for next year?
John Walker:
As you said, it’s ‘15, so a little bit early to say from a specific double-digit perspective. We’re assessing what the early indications of the budget for the IOCs are and as you're aware, a lot of the CapEx is being refocused to quicker liquidity type projects. And which would be the jack-ups and then which would the land portion of the business, and we're very aware of it and we're embracing that portion of it. But down to your question, it’s just a little bit too early to say, but certainly wouldn't be negative on it. It's all optimistic. I mean growth to this point, yes with single-digit post-IPO but we're well positioned it’s just a matter of time.
Angie Sedita:
Right. And then final one and I'll turn it over. As I know, you had expected or hope to have potentially some growth, maybe going into completions which you have a limited exposure there as well as some growth potentially on the tubular sales and maybe you can talk about that as well?
John Walker:
Sure. From a completion as I mentioned on the last call, our patent portfolio about third of our patents actually are related to completion sector of the business. And just this first half of the year, we’ve actually had 15 new patents globally issued and we also applied for 34 new patents. So reiterating the technology play that we are continuing to develop technology in the sector and the completion side of the business, as the deepwater moves the subsea conduits into the completion phase, we should benefit on the upside there. And the play that we talked about the Middle East was a continuation on extension of a varied play from a large independent there which was a completion business and that was unique technology that I talked about several times. It's completely differentiated zero market technology for installation of the conduit.
Angie Sedita:
Thanks. I'll turn it over.
John Walker:
Thanks Angie.
Operator:
Thank you. At this time, there are no further questions. I will turn the call back over to Keith Mosing for any closing remarks.
Keith Mosing:
I want to thanks everybody for tuning in the call today. I think John Walker and John Sinders just covered some of the things and we'll talked about in good detail. The thing I want to kind of stress is not only are we trying to be more efficient in our business not only are we trying to expand and do all the things that we try to take care the customer every day. All of the things are going to background, this new patents that John Walker just talked about we are constantly building, getting back to the industry, certainly industry. These are the kind of things that we're not just taking, but we're giving back. And I'm very, very pleased - I'm very pleased with all the management, I'm very pleased with everything we're doing, its been one year, I think we have learned a lot we have become more efficient. And I just want to thank everybody for their support and we're going to do everything we can to continue to grow as much as we can. If you look at it and it’s kind of interesting, we're sitting here with a strong balance sheet, a lot of money in the bank and we're just waiting and searching for opportunities to expand to the M&A side also. So that's very important we are poised we're able to move it’s just when the time is right, we are going to react. And so again I want to thank everybody for their support.
Operator:
Thank you. And this does conclude today's conference call. You may now disconnect.